Hallenstein Glasson Holdings Limited logo

HLG Annual Report for the year ended 1 August 2025

Annual Report30 October 2025HLGConsumer Discretionary

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

1
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

1

PETER STEENSON

DIRECTOR

WARREN BELL

CHAIRMAN

HIGHLIGHTS 02

CHAIRMAN'S REPORT 04

SUSTAINABILITY MATTERS 06

HALLENSTEINS 12

GLASSONS 14

INDEPENDENT AUDITOR’S REPORT 16

FINANCIAL STATEMENTS 20

GENERAL DISCLOSURES 53

CORPORATE GOVERNANCE STATEMENT 58

SHAREHOLDER INFORMATION 67

DIRECTORY & CALENDAR 69

THIS ANNUAL REPORT IS DATED 31


OCTOBER 2025

AND IS SIGNED ON BEHALF OF THE BOARD BY

HIGHLIGHTS
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

2,588

TEAM MEMBERS

121

TOTA L STO R ES

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

SALES

UP 8.1%

39.46

PROFIT AFTER TAX

UP 14.4%

111.90

TOTAL EQUITY

231.22

TOTAL ASSETS

66.2

BASIC EARNINGS PER

ORDINARY SHARE

CENTS

47 0 .74

$

M

$

M

$

M

$

M

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

GROUP SALES

18.0%

OF GROUP

TURNOVER

$

47 0 .7

ONLINE SALES

M

REPORT

CHAIRMAN'S

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

18.0%

THE COMPANY ADVISES THAT

GROUP SALES FOR THE 12

MONTHS TO 1 AUGUST 2025

WERE $470.7 MILLION, AN

INCREASE OF 8.1% ON THE

PRIOR YEAR ($435.6 MILLION).

Gross margin at 59.3% was consistent with

the 59.4% realised in the prior year despite

a continued challenging foreign exchange

rate for inventory purchases, which was

lower than the prior corresponding period.

The audited net profit before tax for the


12 months was $58.4 million, an increase

of +12.1% on the prior corresponding

period ($52.1 million).

Group audited net profit after tax was

$39.5 million, an increase of +14.4% on the

prior corresponding period ($34.5 million).

The Group maintains a strong balance

sheet and working capital position.

GLASSONS — AUSTRALIA

Sales in Australia were $251.5 million

which was an increase of +15.3% on the

prior corresponding period inclusive of

sales from new and refurbished stores.

Net profit before tax was $34.2 million,


an increase of +16.1% on the prior year

($29.5 million).

Two new stores were opened during

the year. A store in Sunshine Coast,

Queensland, and Harbour Town Adelaide

opened in March 2025. Throughout

the year, the Werribee store in Victoria

was relocated and expanded, and

the Northland store in Victoria was

refurbished. In total we now have 40

stores in Australia, and we continue

to explore new store opportunities in

the Australian market when the right

opportunities arise. Glassons Australia

is currently working with its landlord on

a new purpose-built larger warehouse

with improved automation which will

ensure the business is prepared for future

growth. The warehouse is expected to

be ready in the second half of the 2026

financial year.

GLASSONS — NEW ZEALAND

Sales in New Zealand for the year were

$111.9 million, an increase of +1.7% on the

prior corresponding period. Net profit

before tax was $19.2 million, an increase of

+27.4% on the prior corresponding period

($15.0 million), continuing on from the

foundations set in the first half.

Over the year, the LynnMall, Shirley and

Queen Street stores were refurbished to

ensure the look of the stores represented

the brand through consistency with the

rest of the store network. A new store was

opened at the Manawa Bay Outlet Centre

near Auckland Airport in September,

and a new store was opened in Frankton,

Queenstown in July 2025. The Timaru store

was closed at the end of August 2024. Post

year end, the Hamilton central store has

been refurbished and has reopened in


late August.

HALLENSTEINS

Sales for the 12-month period of $107.3

million (including Australia), were flat on

the prior corresponding period. Net profit

before tax was $4.8 million, a decrease

of -36.4% on the prior corresponding

period ($7.5 million). While a challenging

year for the brand, the second half saw

encouraging improvements on the prior

corresponding period.

During the year, a new store concept

design was rolled out in the new Silverdale

store in Auckland in November, and a new

store was also opened in Manawa Bay

Outlet Centre in September. Our Queen

Street store has moved to an improved

location and reopened in October. At the

end of July 2025, the Upper Hutt store in

Wellington was closed. Post year end, our

Hamilton central store was refurbished

and reopened in September, and our

LynnMall store will be refurbished prior to

Christmas to ensure they maintain brand

standards. In Australia, the Robina pop-up

store has closed post end of year but will

be replaced by a larger permanent site in

November 2025. We continue to look for

further opportunities as they arise


in Australia.

E-COMMERCE AND DIGITAL

Digital sales represented 18.0% of Group

revenue for the year, in line with the prior

period, with overall online sales growing

+6.7% year-on-year. Customers continue

to embrace a true omni-channel approach

— browsing, buying, and engaging

seamlessly across both physical stores

and digital platforms.

The Group remains focused on delivering

a connected, frictionless experience

across all channels.

Looking ahead, we remain committed

to adopting new technology and

optimising our digital platforms to ensure

an industry-leading experience across

desktop, mobile, and in-store touchpoints.

DIVIDEND

The Directors have declared a final

dividend of 30.5 cents per share

(partially imputed at 56.5%) (26.5 cents

per share partially imputed at 75.6% last

year) to be paid on 12th December 2025.

Together with the interim dividend of

24.5 cents per share that was paid on

17th April 2025, the full year dividend

is 55.0 cents per share. The dividend

payment has grown as the Company’s

balance sheet continues to remain strong,

and inventory levels are well controlled.

FUTURE OUTLOOK

The first seven weeks of the new financial

year have delivered a solid start, with

Group sales up +12.9% on the prior

corresponding period, driven primarily

by the Australian market and the ongoing

contribution from stores opened or

refurbished in FY2025. Current trading

performance should not be seen as

indicative of results through the key

trading months in the lead up


to Christmas.

In New Zealand, trading conditions remain

mixed, with cost-of-living pressures

continuing to impact discretionary

spend across both brands despite some

moderate signs of improvement.

A further update will be provided at


the Annual Meeting of Shareholders

in December 2025.

WARREN BELL

CHAIRMAN

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

SUSTAINABILITY

MATTERS

IT HAS BEEN 6 YEARS SINCE WE RELEASED OUR

FIRST SUSTAINABILITY REPORT BACK IN 2020.

Made with care’ continues to embrace every facet of our operation –

from sourcing fabrics and supporting factory conditions, to reducing our

environmental footprint and nurturing a supportive culture for our people.

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

PRODUCT

PLANET

PEOPLE

Diverse

Workforce

To create an inclusive workplace culture.

Diversity & Inclusion

Safe Working

Environment

Deliver a workplace where employees feel

secure and enjoy a safe space.

Worker

wellbeing

Work-life

balance

Career

Development

Provide opportunity to further development

of career aspirations and goals.

Investing

in people

Training

& Education

Carbon Footprint

Provide meaningful change by reducing

and offsetting our carbon footprint.

Reduction roadmap

Climate Change

Preparation

Tackle climate change and build a globally

climate resilient business.

Mitigate

for future

scenarios

Minimising

risk to people,

communities

and property

Environmental

Impact

Minimise the environmental impacts of our

operations.

Reduce waste

Energy

efficiency

Cruelty

free fashion

Sourcing

Materials

Source materials that minimise the

environmental impact.

Affordability of products

Product

Stewardship

Support a considered transition

from a linear to a circular model.

End of life

Ethical Factories

Partnering with supplier factories that

uphold international labour rights.

Worker welfare

FOCUS AREAGOALIMPORTANT ISSUES

PILLARS

OUR VISION IS TO BUILD A BUSINESS ON A FIRM FOUNDATION OF INTEGRITY.

Every sustainability journey needs a framework to work to and measure progress against. Ours is based around

three broad pillars (Product, Planet and People) and under those we have developed areas of focus with the

important issues for us to address. Materiality assessments help us understand what is most important to our

stakeholders. The materiality results provide insights that feed into our framework.

Our sustainability framework communicates our strategy to staff, customers and shareholders.

Following is a summary of the report, but you can read the full version on the Group website at

https://www.hallensteinglasson.co.nz/sustainability once it is released by the end of November.

"AT THE HEART OF EVERYTHING WE DO IS HIGH QUALITY

FASHION THAT IS ACCESSIBLE TO EVERYONE, ALONGSIDE

UNPARALLELED CUSTOMER SERVICE."

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

GOVERNANCE – ESG LEADERSHIP

We take ESG — Environmental, Social and Governance — responsibilities seriously. Our

Sustainability Committee leads the Group’s overall sustainability strategy. It’s made up of

Board members, executive leaders and team members from across the business who bring

specialised knowledge and insight. When ESG issues have a wider impact on the company,

major decisions are escalated to the full Board for review and approval.

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

PRODUCT PILLAR

The fashion industry’s sustainable resource priorities

are shaped by diverse forces, from consumer

behaviour to regulation. At HGHL, our focus on

‘building in’ sustainability continues; this includes

sourcing responsibly, producing quality garments and

offering end-of-life solutions for our products.

QUALITY COMMITMENT

At the heart of our journey is an unwavering

commitment to quality — a value deeply rooted in our

brand’s heritage. Now, two years into our dedicated

efforts to elevate quality control we’ve built a strong

foundation to deliver quality that sets us apart.

TEXTILE WASTE

Over the last 5 years we’ve reported on the

partnerships we’ve developed to reduce the amount

of our textile going to landfill. We are proud to say

that our sample recycling, repurposing and upcycling

is now part of everyday life at HGHL and our

relationships continue to grow and strengthen.

OUR SUPPLY CHAIN

We don’t own or operate the factories that make our

products. But as an ethical fashion brand, we’re very

careful about who does. Our product currently comes from

factories in China, India, Bangladesh and Vietnam. We’re

proud to have long-standing relationships with suppliers

who understand what we expect and share our values.

Managing a supply chain is complex and we’re constantly

working to improve visibility and accountability across

every layer. To help get our supply chain transparency,

we often rely on trusted third-party audits and recognised

industry certifications.

DESIGN & LIFECYCLE: OUR PRODUCT

MANAGEMENT FOCUS

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

PLANET PILLAR

Within our sustainability framework you’ll see Carbon Footprint, Climate Change Preparation and

Environmental Impact are our focus areas. We continue our efforts to address these priorities.

TOWARDS CLIMATE RESILIENCE

Climate action for HGHL has been steadily ‘ramping up’ over a number of years – and we’ve shared our reporting and

results with you along the way. Over the last 24 months, we’ve stepped it up to another gear. Together with

our environmental agency Tadpole, we have been laser-focussed on understanding where our

carbon footprint is now, where we are headed, and our plans to reduce it in future.

This approach encompasses two things:

i) understanding and mitigating our contribution to climate change,

ii) building a climate resilient business. While we’ve been working on point one

for a number of years, building resilience is a relatively new and exciting focus for HGHL.

You can read the full version on the Group website at hallensteinglasson.co.nz/climate-related-disclosures.

Our FY25 Climate Related Disclosures will be available by the end of November.

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

PEOPLE PILLAR

Fostering diversity, promoting inclusion, and recognising our unconscious biases are foundational

values at HGHL and are important in building a respectful workplace, part of our Made with Care

philosophy. That means we treat each other with respect, communicate thoughtfully,

and follow our organisational values, Code of Conduct, and the law. Respect is powerful;

people who feel valued, work better together and create a positive atmosphere.

In FY25 we engaged specialist training for our teams.

Respectful Workplaces training — helping us to recognise our unconscious biases

Aggressive Customer Training — providing managers with practical tools and

knowledge to spot the early warning signs of aggressive behaviour,

how to de-escalate situations, and keep everyone safe at work.

Our sustainability report provides the opportunity to share our journey, progress and

challenges with our stakeholders. We look forward to reporting over the coming years.

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

TOTAL SALES

$

1 0 7. 3 0

M

NEW ZEALAND

AUSTRALIA

STORES

STORES

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

NEW ZEALAND

AUSTRALIA

STORES

STORES

NEW ZEALAND SALES

AUSTRALIAN SALES

UP 2%

UP 15%

$

$

251.52

111.91

M

M

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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025

16
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of

Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present

fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial

performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

•the consolidated statement of financial position as at 1 August 2025;

•the consolidated statement of comprehensive income for the year then ended;

•the consolidated statement of changes in equity for the year then ended;

•the consolidated statement of cash flows for the year then ended; and

•the notes to the consolidated financial statements, comprising material accounting policy

information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Certain partners and employees of our firm may deal with the Group on normal terms within the

ordinary course of trading activities of the business. Other than our capacity as auditor, we have no

other relationship with, or interests in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of

Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present

fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial

performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

•the consolidated statement of financial position as at 1 August 2025;

•the consolidated statement of comprehensive income for the year then ended;

•the consolidated statement of changes in equity for the year then ended;

•the consolidated statement of cash flows for the year then ended; and

•the notes to the consolidated financial statements, comprising material accounting policy

information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Certain partners and employees of our firm may deal with the Group on normal terms within the

ordinary course of trading activities of the business. Other than our capacity as auditor, we have no

other relationship with, or interests in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of

Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present

fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial

performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

•the consolidated statement of financial position as at 1 August 2025;

•the consolidated statement of comprehensive income for the year then ended;

•the consolidated statement of changes in equity for the year then ended;

•the consolidated statement of cash flows for the year then ended; and

•the notes to the consolidated financial statements, comprising material accounting policy

information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Certain partners and employees of our firm may deal with the Group on normal terms within the

ordinary course of trading activities of the business. Other than our capacity as auditor, we have no

other relationship with, or interests in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

17
PwC

Description of the key audit matter How our audit addressed the key audit matter

Inventory valuation


As at 1 August 2025, the Group held

$31.3 million of finished goods, net of

inventory adjustments of $0.2 million.

Given the size of the inventory balance,

and the estimates and judgements

described below, the valuation of

inventory required significant audit

attention and is a key audit matter.


As disclosed in note 3.2, inventories are

held at the lower of cost and net realisable

value. At year end, the valuation of

inventory is reviewed by management and

its cost is reduced where inventory is

forecasted to be sold below cost.


The inventory adjustment is determined

based on various factors including

historical data, inventory ageing, current

trends and specific product information

from buyers. Determining the appropriate

level of provisioning involves judgement

and the application of assumptions

including management's estimation of

future selling prices.


Our audit procedures included:

•testing, on a sample basis, the accuracy of

inventory costing to supporting documentation and

calculations;

•considering the level of aged inventory, inventory

turnover levels and enquiries with management;

•performing analytical procedures on balances

supporting inventory provisions to assess their

reasonableness and that the provision amounts

were within expectations;

•considering the results of our testing and in

conjunction with management enquiries

determined whether any specific write downs were

required; and

•reviewing the appropriateness of disclosures in the

financial statements.

Our audit approach

Overview

Overall group materiality: $2.9 million, which represents approximately

5% of Group profit before tax.

We chose Group profit before tax as the benchmark because, in our

view, it is the benchmark against which the performance of the Group is

most commonly measured by users, and is a generally accepted

benchmark.

Our Group audit scoping focussed on those components that are

financially significant to the Group. Specified audit and/or analytical

procedures were performed over certain residual components.

As reported above, we have one key audit matter, being inventory

valuation.

INDEPENDENT AUDITOR’S REPORT

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of

Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present

fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial

performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

•the consolidated statement of financial position as at 1 August 2025;

•the consolidated statement of comprehensive income for the year then ended;

•the consolidated statement of changes in equity for the year then ended;

•the consolidated statement of cash flows for the year then ended; and

•the notes to the consolidated financial statements, comprising material accounting policy

information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Certain partners and employees of our firm may deal with the Group on normal terms within the

ordinary course of trading activities of the business. Other than our capacity as auditor, we have no

other relationship with, or interests in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

PwC

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a

whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Indumin

Senaratne (Indy Sena).

For and on behalf of

PricewaterhouseCoopers Auckland

26 September 2025

18
PwC

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures, and to evaluate the effect of misstatements, both

individually and in the aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual Report and the Climate-Related Disclosures, but does not include

the financial statements and our auditor’s report thereon. The Annual Report and the Climate-Related

Disclosures are expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we will not express

any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such

internal control as the Directors determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern, and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

INDEPENDENT AUDITOR’S REPORT

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of

Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present

fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial

performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

•the consolidated statement of financial position as at 1 August 2025;

•the consolidated statement of comprehensive income for the year then ended;

•the consolidated statement of changes in equity for the year then ended;

•the consolidated statement of cash flows for the year then ended; and

•the notes to the consolidated financial statements, comprising material accounting policy

information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Certain partners and employees of our firm may deal with the Group on normal terms within the

ordinary course of trading activities of the business. Other than our capacity as auditor, we have no

other relationship with, or interests in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

PwC

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a

whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Indumin

Senaratne (Indy Sena).

For and on behalf of

PricewaterhouseCoopers Auckland

26 September 2025

19
PwC

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a

whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Indumin

Senaratne (Indy Sena).

For and on behalf of

PricewaterhouseCoopers Auckland

26 September 2025

PwC

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a

whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Indumin

Senaratne (Indy Sena).

For and on behalf of

PricewaterhouseCoopers Auckland

26 September 2025

INDEPENDENT AUDITOR’S REPORT

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of

Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present

fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial

performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

•the consolidated statement of financial position as at 1 August 2025;

•the consolidated statement of comprehensive income for the year then ended;

•the consolidated statement of changes in equity for the year then ended;

•the consolidated statement of cash flows for the year then ended; and

•the notes to the consolidated financial statements, comprising material accounting policy

information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Certain partners and employees of our firm may deal with the Group on normal terms within the

ordinary course of trading activities of the business. Other than our capacity as auditor, we have no

other relationship with, or interests in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 1 AUGUST 2025

$’000NOTE20252024

Sales revenue2.1470,740435,635

Cost of sales2.1(191,476)(176,904)

Gross profit279,264258,731

Other operating income2.2475353

Selling expenses(161,183)(152,844)

Distribution expenses(16,959)(15,552)

Administration expenses(40,565)(36,392)

Total expenses(218,707)(204,788)

Operating profit61,03254,296

Finance income2.12,0351,957

Finance expense2.1, 2.2(4,689)(4 ,1 6 8)

Profit before income tax58,37852,085

Income tax expense6.1(18,917)( 17, 59 9)

Net profit after tax attributable to the shareholders

of the Holding Company2.139,46134,486

Other comprehensive income

– Items that will not be reclassified to profit or loss

Fair value (Loss)/Gain (net of tax) on revaluation of

land and buildings

6.1(20)(42 1)

– Items that may be subsequently reclassified to profit or loss

Fair value (Loss)/Gain (net of tax) in cash flow hedge reserve6.1(635)(63)

Movement in foreign currency translation reserve265-

Total comprehensive income for the year attributable

to the shareholders of the Holding Company39,07134,002

Earnings per share

Basic earnings per share2.4 66.2 57. 8

Diluted earnings per share2.4 66.1 57. 8

The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these

Consolidated Financial Statements.

20

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 1 AUGUST 2025

$’000NOTE20252024

Equity

Contributed equity5.129,27929,279

Asset revaluation reserve26,08526,105

Cashflow hedge reserve301936

Foreign currency translation reserve265-

Share option reserve37-

Retained earnings55,92846,887

Total Equity111,895103,207

Represented by

Current assets

Cash and cash equivalents3.158,33345,915

Trade and other receivables366407

Advances to employees732847

Prepayments3,6465,841

Inventories3.231, 27427, 4 8 4

Derivative financial instruments7. 51,0621,317

Total current assets95,41381,811

Non-current assets

Property, plant and equipment4.262,15558,779

Right of use assets4.163,78567,029

Investment property4.33,0203,080

Intangible assets1,273993

Deferred tax6.25,5707, 323

Total non-current assets135,803137, 20 4

Total assets231,216219,015

Current liabilities

Trade payables11,3419,828

Employee benefits7.19,8778,928

Other payables18,44815,400

Lease liabilities4.126,68026,691

Derivative financial instruments7. 56392

Taxation payable2,3762,466

Total current liabilities69,36163,315

Non-current liabilities

Lease liabilities4.149,96052,493

Total liabilities119,321115,808

Net assets111,895103,207

The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these Consolidated

Financial Statements. The Consolidated Financial Statements are signed for and on behalf of the Board and were authorised for issue

on 26 September 2025.

GRAEME POPPLEWELL

DIRECTOR

26 SEPTEMBER 2025

PETER STEENSON

DIRECTOR

26 SEPTEMBER 2025

21

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 1 AUGUST 2025

$’000

NOTE

SHARE

CAPITAL

TREASURY

STOCK

ASSET

REVALUATION

RESERVE

CASH

FLOW

HEDGE

RESERVE

SHARE

OPTION

RESERVE

FOREIGN

CURRENCY

TR ANSL ATION

RESERVE

TOTAL

EQUITY

Balance at 1 August 202329,279(1,139)26,526999294-40,71796,676

Comprehensive income

Profit for year------34,48634,486

Revaluation net of tax6.1--(42 1)----(42 1)

Cash flow hedges net of tax6.1---(63)---

Total comprehensive income --(421)(63)--34,002

Transactions with owners

Sale of treasury stock

5.1,

5.2

-141-----141

Dividends

2.3,

5.1

-29----(28,632)(28,603)

Increase in share option

reserve

----43--43

Share options exercised5.1-948----948

Transfer of share option

reserve to retained earnings

----(337)--

(Gain) / Loss on sale of

treasury stock transferred to

retained earnings5.1-21-----

Total transactions with

owners-1,139--(294)-(28,316)(27, 47 1)

Balance at 1 August 202429,279-26,105936--46,887103,207

Comprehensive income

Profit for year------39,46139,461

Revaluation net of tax6.1--(20)----(20)

Cash flow hedges net of tax6.1---(635)---(635)

Foreign currency translation

reserve

-----265-265

Total comprehensive income --(20)(635)-26539,46139,071

Transactions with owners

Dividends 2.3------(30,420)(30,420)

Increase in share option

reserve

----37--37

Total transactions with


owners

----37-(30,420)(30,383)

Balance at 1 August 202529,279-26,0853013726555,928111,895

The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these Consolidated

Financial Statements.

337

(63)

(21)

RETAINED

EARNINGS

34,486

-

22

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 1 AUGUST 2025

$’000NOTE20252024

Cash flows from operating activities

Cash was provided from:

Sales to customers471,282435,154

Rent received2.2231248

Interest income2.12,0311,951

Interest on debtors2.146

473,548437,359

Cash was applied to:

Payments to suppliers278,908252,304

Payments to employees84,35678,808

Interest paid on leases2.24,6894,168

Taxation paid16,99016,769

384,943352,049

Net cash flows from operating activities88,60585,310

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment and intangible assets89168

Repayment of employee advances115261

204429

Cash was applied to:

Purchase of property, plant and equipment and intangible assets4.215,83015,944

15,83015,944

Net cash flows applied to investing activities(15,626)(15,515)

Cash flows from financing activities

Cash was provided from:

Sale of treasury stock and dividends5.1, 5.2-170

-170

Cash was applied to:

Dividend paid2.330,42028,632

Lease liability payments4.130,14127, 8 9 6

60,56156,528

Net cash flows applied to financing activities(60,561)(56,358)

Net increase/(decrease) in funds held12,41813,437

Cash and cash equivalents at the beginning of the year45,91532,478

Cash and cash equivalents at the end of the year3.158,33345,915

The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these

Consolidated Financial Statements.

23

CONSOLIDATED STATEMENT OF CASHFLOWS CONTINUED
FOR THE YEAR ENDED 1 AUGUST 2025

$’000

NOTE20252024

Net profit after taxation39,46134,486

Add/(deduct) items classified as investing or financing activities

Loss/(Gain) on sale of plant and equipment2.22528

Add/(deduct) non cash items

Depreciation and amortisation2.240,62938,516

Gain on termination of lease2.2-(112)

Net fair value loss on investment property2.2 60 128

Deferred taxation6.22,017(1,045)

Share option expense3743

Foreign currency translation reserve265-

Add/(deduct) movements in working capital items

Taxation payable(90)1,876

Trade and other receivables and prepayments2,236(49 9)

Trade and other payables and employee benefits7,7787, 8 6 8

Inventories(3,790)3,521

Net cash flows from operating activities88,60585,310

RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES

The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these

Consolidated Financial Statements.

24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025

1. BASIS OF PREPARATION

This section presents a summary of information considered relevant and material to assist the reader in understanding

the foundations on which the financial statements as a whole have been compiled. Material accounting policies specific

to notes shown in other sections are disclosed in a shaded box and are included as part of that particular note.

1.1 GENERAL INFORMATION

Reporting entity


Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”)

is a retailer of men’s and women’s clothing in New Zealand and Australia.

The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered

office is Level 3, 235-237 Broadway, Newmarket, Auckland.

Statutory base

Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC reporting

entity under Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the New Zealand Stock

Exchange (NZX). The financial statements of the Group have been prepared in accordance with the requirements of

Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.

The financial statements were approved for issue by the Board of Directors on 26 September 2025.

25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025

1.2 GENERAL ACCOUNTING POLICIES

Statement of compliance

These financial statements for the year ended 1 August 2025 have been prepared in accordance with

Generally Accepted Accounting Practice in New Zealand (GAAP). They comply with New Zealand equivalents

to International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and

authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements comply with

International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

Basis of preparation of financial statements

The principal accounting policies adopted in the preparation of the financial statements are set out below. These

policies have been consistently applied to all the periods presented, unless otherwise stated.

The reporting currency used in the preparation of these financial statements is New Zealand dollars, rounded

where necessary to the nearest thousand dollars.

Entities reporting

The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein Glasson

Holdings Limited and its subsidiaries, together they are referred to in these financial statements as

'the Group'. The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.

Principles of consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is

exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those

returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is

transferred to the Group. They are deconsolidated from the date that control ceases.

lntercompany transactions, balances and unrealised gains and losses on transactions between Group companies are

eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the

policies adopted by the Group.

20252024

Hallenstein Bros Limited100%100%Retail of menswear in New Zealand

Hallensteins Australia Pty Limited100%100%Retail of menswear in Australia

Glassons Limited100%100%Retail of womenswear in New Zealand

Glassons Australia Pty Limited100%100%Retail of womenswear in Australia

Hallenstein Properties Limited100%100%Property ownership in New Zealand

INVESTMENTS IN SUBSIDIARIES

PRINCIPAL SUBSIDIARIES

INTEREST HELD BY

PARENT AND GROUP

PRINCIPAL ACTIVITIES

1. BASIS OF PREPARATION (CONTINUED)

26

Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the

revaluation of investment property, land and buildings and certain financial assets and liabilities (including

derivative instruments) measured at fair value.

CLIMATE RELATED RISKS

Transactions and balances

As part of its risk management framework, the Group continues to monitor its exposure to risk, including climate

related risks and regulatory related reporting requirements. For the year ended 1 August 2025, the Group

completed its second climate related risk assessment in accordance with the Aotearoa New Zealand Climate

Standards. Based on this assessment, no climate-related risks or opportunities were identified that have a

material impact on the financial statements, and there are no specific disclosures to note. The identified climate

related risks and opportunities including both physical and transitional impacts have been considered as part of

the below critical accounting estimates, judgements and assumptions.

Our Climate Related Disclosure will be published by the end of November 2025 on our website -

https://www.hallensteinglasson.co.nz/climate-related-disclosures.

Critical accounting estimates, judgements and assumptions

The preparation of financial statements in conformity with NZ IFRS and IFRS Accounting Standards require the

use of certain critical accounting estimates. It also requires management to exercise its judgement in the process

of applying the Group's accounting policies.

Property, plant and equipment/Right of use Assets: The Group has assessed whether the carrying value of its

property, plant and equipment and right of use assets have suffered any impairment since they were acquired.

The recoverable amounts of cash generating units (at a store level) have been determined based on value in use

calculations. These calculations require the use of estimates and projections of future operating performance.

Inventory provision: The Group assessed the inventory provision using management judgement which considers

a range of factors including the review of historical data, the age of inventory and current selling price trends to

determine the appropriateness of the provision.

Revaluation of land and buildings: The fair value of the Group's land and buildings is determined by the

Board following an independent valuation undertaken at least every three years. The basis of the valuation is

assessed within a range indicated by two valuation approaches: discounted cash flow analysis and an income

capitalisation approach. The key assumptions are disclosed in note 4.2.

Revaluation of investment property: The fair value of the Group's investment property is determined by the

Board following an independent valuation undertaken annually. The basis of the valuation is assessed within

a range indicated by two valuation approaches: discounted cash flow analysis and an income capitalisation

approach. The key assumptions are disclosed in note 4.3.

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

Items included in the financial statements for each of the Group's operations are measured using the currency of

the primary economic environment in which it operates ('the functional currency'). The financial statements are

presented in New Zealand dollars, which is the Group's presentational currency.

Effective 2 August 2024, Glassons Australia and Hallensteins Australia, previously registered as branches in

Australia, became separate companies registered with the Australian Securities and Investments Commission

(ASIC) under Part 5B.1 of the Corporations Act 2001 (Cth) (Australia). As a result, the Group now has two

operating subsidiaries in Australia.

As part of the domiciliation of these companies, the functional currency of the Australian branches/subsidiaries

have been reassessed. Over time there has been a gradual change in operations in Australia which has culminated

in converting the branches to subsidiaries as noted above. Management has further determined that a change in

functional currency from New Zealand Dollars (NZD) to Australian Dollars (AUD) upon the restructuring of the

Australian branches on the 2 August 2024 is appropriate.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

1. BASIS OF PREPARATION (CONTINUED)

27

1. BASIS OF PREPARATION (CONTINUED)
2. PERFORMANCE


2.1 SEGMENT INFORMATION

The Board of Directors considers the business from both a product and geographic perspective as follows:

— Hallensteins (Hallensteins Ltd (New Zealand) and Hallensteins Australia Pty Limited (Australia))

— Glassons Limited (New Zealand)

— Glassons Australia Pty Limited (Australia)

— Hallenstein Properties Limited (New Zealand) (Property)

— Hallenstein Glasson Holdings Limited - Parent (New Zealand)

The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from

external parties reported to the Board of Directors are measured in a manner consistent with that in the

consolidated statement of comprehensive income. There are no material revenues derived from a single

external customer.

Operating segments are reported in a manner consistent with the internal reporting provided to the Board

of Directors. The Board of Directors is the chief operating decision maker and is responsible for allocating

resources and assessing performance of the operating segments and they delegate that authority through

the CEO of each operating segment.

The results and financial position of all the Group entities that have a functional currency different from the

presentation currency are translated into the presentation currency as follows:

— Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that

balance sheet;

— Income and expenses for each statement of comprehensive income are translated at average exchange rates;

and

— All resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations,

and other currency instruments designated as hedges of such investments, are taken to other comprehensive

income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

28

$’000
GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP

INCOME STATEMENT

Segment revenue120,303219,440108,359-1,002449,104

Intercompany segment revenue(10,241)(1,317)(909)-(1,002)(13,469)

Sales revenue from external customers

110,062218,1231 07, 450--435,635

Cost of sales(49,1 91)(83,862)(43 , 8 5 1)--(176,904)

Finance income348721718-1701,957

Finance expense(1,415)(1,625)(1,105)-(23)(4 ,1 6 8)

Depreciation and amortisation(11,143)(16,593)(10,166)(524)(90)(38,516)

Profit/(loss) before income tax

15,03929,4667, 47925852,085

Income tax expense

(4 , 2 5 5)(9,969)(2,141)(1,278)( 17, 59 9)

Net profit/(loss) after income tax10,78419,4975,338(1,020)34,486

STATEMENT OF FINANCIAL POSITION

Current assets24,17026,07222,052

6,010

3,50781,811

Non-current assets40,70453,51022,253

20,737

-137, 20 4

Current liabilities16,60030,96915,360

396

63,315

Non-current Liabilities17, 5 3525,7859,173

-

-52,493

Purchase of property, plant and

equipment and intangibles assets

3 ,7748,0294,13110-15,944

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIA

HALLENSTEINSPROPERTYPARENTTOTAL GROUP

INCOME STATEMENT

Segment revenue123,487252,849108,632-1,142486,110

Intercompany segment revenue(11,575)(1,325)(1,328)-(1,142)(15,370)

Sales revenue from external customers

111,912251,5241 07, 30 4--470,740

Cost of sales(48,679)(96,839)(45,958)--(191,476)

Finance income379946564-1462,035

Finance expense(1,360)(2,058)(1,242)-(29)(4,689)

Depreciation and amortisation(11,338)(19,127)(9,527)(525)(112)(40,629)

Profit/(loss) before income tax19,16234,2174,755324(80)58,378

Income tax (expense)/benefit(5,719)(11,742)(1,451)(23)18(18,917)

Net profit/(loss) after income tax13,44322,4753,304301(62)39,461

STATEMENT OF FINANCIAL POSITION

Current assets27,99835,83421,0906,6593,83295,413

Non-current assets40,42746,94328,14420,289-135,803

Current liabilities18,32834,87615,49931634269,361

Non-current liabilities15,77319,94614,241--49,960

Purchase of property, plant and

equipment and intangibles assets

4,5097,0374,21470-15,830

SEGMENT RESULTS

For the year ended 1 August 2025

2. PERFORMANCE (CONTINUED)

For the year ended 1 August 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

(157)

44

(113)

(10)

29

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services,
excluding Goods and Services Tax, net of rebates and discounts and after eliminating sales within the Group.

Revenue is recognised as follows:

Sales of goods — Retail

Sales of goods are recognised when a Group entity has delivered a product to the customer. For in-store

sales, control passes to the customer at the point of sale. For online sales, the order and the delivery to

the customer are considered to comprise a single performance obligation, therefore control passes to the

customer when the goods are delivered. Retail sales are usually in cash, credit card, debit card or by various

pay later services. The recorded revenue is the gross amount of sale (excluding GST), including credit card

fees and service fees payable for the transaction. Such fees are included in selling expenses.

The Group offers customers the option of purchasing gift cards. This is considered deferred revenue until

such time where the customer redeems the gift card on future purchases. A contract liability for the purchase

of a gift card is recognised at the time of the sale. Revenue is recognised when the gift card is redeemed, or,

for the portion not expected to be redeemed (breakage), in line with expected redemption patterns, with any

remaining balance recognised when they expire.

As at 1 August 2025, the gift card liability balance recognised under "Other payables" was $2.47M (2024:

$2.22M, 2023: $2.61M).

Interest income

Interest income is recognised using the effective interest method.

Rental income

Rental income from operating leases (net of any incentives) is recognised on a straight-line basis over the

lease term.

2.2 INCOME AND EXPENSES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

2. PERFORMANCE (CONTINUED)

30

2.2 INCOME AND EXPENSES (CONTINUED)
INCOME AND EXPENSES

Profit before income tax includes the following specific income and expenses:

$’00020252024

Other operating income

Rental income231248

Insurance proceeds244105

Expenses

Occupancy costs9,5149,355

Auditor's Remuneration

Audit of Financial Statements — PwC New Zealand337249

Other Services - Performed by PwC Australia

1

-18

Directors’ fees718698

Wages, salaries and other short term benefits85,30580,753

Depreciation of property, plant and equipment11,50411,415

Depreciation of right of use assets28,52626,604

Amortisation of software599497

Total depreciation and amortisation40,62938,516

Net fair value loss on investment property60128

Interest on leases4,6894,168

Gain on termination of lease-(112)

Loss/(gain) on disposal of property, plant and equipment2528

1

Amount paid in respect of tax compliance and tax advisory services provided in Australia.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

2. PERFORMANCE (CONTINUED)

31

BASIC
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number

of ordinary shares outstanding during the year.

DILUTED

Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of ordinary

shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has granted shares

under a Long-Term Incentive Plan (LTIP) during the financial year. These are considered potential ordinary shares

and included in the calculation of diluted earnings per share. The impact of these potential shares is to increase the

weighted average number of shares outstanding by 36,873 in 2025 (2024: Nil). Subsequent to the end of the financial

year, these LTIP shares have lapsed and will not result in the issuance of ordinary shares.

Earnings per share

$’00020252024

Profit after tax39,46134,486

Weighted average number of ordinary shares outstanding59,64959,649

Basic earnings per share (cents per share)66.257. 8

Effect of LTIP share scheme diluted weighted average number of shares37-

Diluted earnings per share (cents per share)66.157. 8

Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the

Company by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus

elements in ordinary shares issued during the period.

2.4 EARNINGS PER SHARE

DIVIDENDS2025202420252024

Cents per

share

Cents per

share

$’000$’000

Final dividend for the year ended 1 August 202426.5015,806

Interim dividend for the year ended 1 August 202524.5014,614

Final dividend for the year ended 1 August 202324.0014,316

Interim dividend for the year ended 1 August 202424.0014,316

Total51.0048.0030,42028,632

2.3 DIVIDENDS

Provision is made for the amount of any dividend declared on or before the balance date but not distributed at

balance date.

Dividends paid were partially imputed. Supplementary dividends of $244,972 (2024: $177,160) were paid to shareholders

not resident in New Zealand for tax purposes for which the Group received a foreign investor tax credit.

2. PERFORMANCE (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

32

The carrying amount of cash and cash equivalents equals the fair value.
3. WORKING CAPITAL


3.1 CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash at bank, cash on hand, EFTPOS (electronic funds transfer point

of sale) transactions which have not been cleared by the bank at balance date, deposits held at call with

financial institutions, other short-term highly liquid investments with original maturities of three months or

less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of

changes in value, and bank overdrafts.

Consolidated statement of cash flows

The following are the definitions of the terms used in the consolidated statement of cash flows:

(I.) Cash comprises cash and cash equivalents.

(II.) Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and

equipment, investments and employee advances.

(III.) Financing activities are those activities which result in changes in the size and composition of the capital

structure of the Group. This includes lease payments, equity and debt not falling within the definition of

cash. Dividends paid are included in financing activities.

(IV.) Operating activities include all transactions and other events that are not investing or financing activities.

Cash and cash equivalents

$’00020252024

Cash at bank56,64144,470

Short term bank deposits1,6041,364

Cash on hand8881

Total cash and cash equivalents58,33345,915

3.2 INVENTORIES

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted

average method and includes expenditure incurred in acquiring the inventories and bringing them to their

existing location and condition. Net realisable value is the estimated selling price in the ordinary course of

business, less applicable variable selling expenses, excluding borrowing costs. The Group assesses the likely

net residual value of inventory. Stock provisions are recognised for inventory which is older than two years

and for inventory which is expected to sell for less than cost. Management will also use their judgement to

assess whether any further provisions are required based on style performance, current trends and specific

product information from buyers.

Inventory adjustments are provided at year end for stock obsolescence within cost of sales in the Consolidated

Statement of Comprehensive Income. The cost of inventories recognised as an expense and included in cost of

sales amounted to $189,677,388 (2024: $176,649,177).

Inventories

$’00020252024

Finished goods31,47927, 659

Inventory adjustments

(205)(175)

Net inventories31, 27427, 4 8 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

33

4.1 LEASES
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis.

Lease liabilities include the net present value of the remaining lease payments.

Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount

of the lease liabilities less any lease incentives received. Right-of-use assets are subsequently depreciated

using the straight-line method from the commencement date to the end of the lease term.

The Group leases retail stores under non-cancellable operating leases expiring within one to six years. There

is a small portion of lease contracts which contain renewal rights. In considering the lease term for these

contracts, the Group has determined that rights of renewals are not reasonably certain to be exercised due

to the nature and location of the stores and the changing retail environment. It is the Group's strategy to

renegotiate the terms of all leases at their expiry instead of exercising renewal rights. This agile strategy is

enabled by having stores relatively small in size and not highly customised, and therefore relatively straight

forward to move locations. In addition, with the current retail market uncertainty the Group needs to

maintain a degree of flexibility.

Both right-of-use assets and lease liabilities are discounted applying the interest rate implicit in the lease.

If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the

lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar

economic environment with similar terms and conditions.

Short term leases where the Group is the lessee

Leases in which a material portion of the risks and rewards of ownership are retained by the lessor are

classified as operating leases. Payments made under operating leases (net of any incentives received from

the lessor) are charged to the profit or loss in the Consolidated Statement of Comprehensive Income on a

straight line basis over the period of the lease.

The Group is the lessor

Assets leased to third parties under operating leases are included in Investment Property in the Consolidated

Statement of Financial Position. Rental income (net of any incentives given to lessees) is recognised on a

straight line basis over the lease term. Lease receivables are disclosed under Note 4.3.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

4. LONG TERM ASSETS

34

The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities.
Right of use assets

$’00020252024

Opening net book value 67,02 9 65,285

Depreciation(28,526) (26,604)

Modifications and additions 25,267 30,253

Lease terminations - (2,104)

FX impact 15 199

Carrying amount 63,785 67,029

Lease liabilities

$’000

20252024

Opening lease liabilities 79,184 76,325

Lease modifications and additions 27,619 32,724

Interest for the period 4,689 4,168

Lease payments made(34,830) (32,064)

Lease terminations - (2,216)

FX impact(22) 247

Closing lease liabilities 76,640 79,184

4. LONG TERM ASSETS (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

35

4. LONG TERM ASSETS (CONTINUED)
Lease liabilities maturity analysis for the year ended 1 August 2025

$’000

MINIMUM LEASE

PAYME NTS

INTERESTPRESENT

VALUE

Due within one year 30,427 (3,747) 26,680

One to two years 22,309 (2,446) 19,863

Two to five years 30,014 (2,368) 27, 6 46

Later than five years 2,737 (286) 2,451

Total 85,487 (8,847) 76,640

Current 26,680

Non-current 49,960

Total 76,640

Lease related expenses included in the consolidated statement of comprehensive income:

$’000

20252024

Depreciation 28,526 26,604

Rent on short-term leases 9,514 9,355

Gain on lease termination - (112)

Interest on leases

4,689 4,168

Total 42,729 40,015

Lease commitments


The Group currently has no non-cancellable short-term operating lease agreements as at 1 August 2025 (2024: $Nil).

Lease liabilities maturity analysis for the year ended 1 August 2024

$’000

MINIMUM LEASE

PAYME NTS

INTERESTPRESENT

VALUE

Due within one year 30,354 (3,663) 26,691

One to two years 24,640 (2,413) 22,227

Two to five years 30,225 (2,143) 28,082

Later than five years 2,267 (83) 2,184

Total 87, 4 8 6 (8,302) 79,184

Current 26,691

Non-current 52,493

Total 79,184

Lease payments included in the consolidated statement of cash flows:

$’000

20252024

Interest paid on leases (operating activities) 4,689 4,168

Payments for lease liabilities principal (financing activities)

30,141 27, 8 9 6

Total cash outflows from leases 34,830 32,064

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

36

4.2 PROPERTY, PLANT AND EQUIPMENT
4. LONG TERM ASSETS (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

Recognition and measurement

Land and buildings located in Napier were valued on 1 August 2025 by CBRE Limited, Land and buildings

located in East Tamaki and Christchurch were valued on 1 August 2024 by Fordbaker Valuation Limited and

Colliers International respectively, (collectively "the valuers"), who are independent registered valuers and

associates of The New Zealand Institute of Valuers. The valuers have recent experience in the location and

category of the item being valued. The fair values of the assets represent the estimated price for which a

property could be sold on the date of valuation in an orderly transaction between market participants.

The adopted valuation has been assessed within a range indicated by two valuation approaches: Income

capitalisation approach and discounted cash flow analysis. These valuation approaches and the key assumptions

used by the valuers to arrive at fair value have been summarised in Note 4.3.

At each reporting date, where an external valuation report is not obtained the most recent valuation reports are

reviewed by the management team. Valuations are performed with sufficient regularity to ensure that the fair

value does not differ materially from its carrying amount. Confirmation was obtained from the valuers that the

valuations from 1 August 2024 were still appropriate as at 1 August 2025.

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there

were no transfers between levels of the fair value hierarchy.

Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in

determining fair value. These have been disclosed in the 2024 Annual Report which can be accessed via the

website:

https://www.hallensteinglasson.co.nz/annual-report

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Group and the

cost of the item can be measured reliably.

Increases in the carrying amount arising on revaluation of land and buildings are credited to other

comprehensive income and shown as an asset revaluation reserve in shareholders' equity. Decreases that offset

previous increases of the same asset are charged in other comprehensive income and debited against the asset

revaluation reserve directly in shareholders' equity; all other decreases are charged to the profit or loss in the

consolidated statement of comprehensive income.

All other property, plant and equipment is stated at historical cost less accumulated depreciation and

impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

This cost includes labour attributable to bringing the assets to the location and working condition for its

intended use.

Depreciation

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate

their cost, net of their residual values, over their estimated useful lives, as follows:

— Buildings 67 years

— Plant and equipment 2

— 5 years

— Furniture and fittings 5

— 10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at each balance date.

Impairment

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying

amount is greater than its estimated recoverable amount. Assets that are subject to depreciation are reviewed

for impairment whenever events or changes in circumstances indicate that the carrying amount may not be

recoverable, for example a planned store closure, withdrawal from a business segment, or assessment of loss-

making stores. Assets are grouped at the lowest levels for which there are separately identifiable cash flows;

a store's assets is the relevant cash generating unit. If, in a subsequent period, the amount of the impairment

loss decreases and it can be related objectively to an event occurring after the impairment was recognised,

the reversal of the previously recognised impairment loss is recognised in the consolidated statement of

comprehensive income.

37

4. LONG TERM ASSETS (CONTINUED)
Impairment (continued)

The value in use calculation evaluates recoverability based on the stores' forecasted discounted cash flows,

which incorporate estimated sales, margin & expense growth based upon current plans for the store.

Key assumptions in the determination of recoverable amount are:

— the estimate of future cash flows of the store incorporating reasonable sales growth and margin

improvement; and

— the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the

forecast cash flows.

The Group has performed an assessment to determine whether there is any sensitivity to changes in key

assumptions. As a result of the sensitivity analysis and impairment testing performed, it was determined

that no material risks of impairment existed as at 1 August 2025 (2024: $Nil).

Disposal

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are

included in the consolidated statement of comprehensive income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

FOR THE YEAR ENDED 1 AUGUST 2024

FOR THE YEAR ENDED 1 AUGUST 2025


$’000

LAND AT FAIR

VALUE

BUILDINGS AT

FAIR VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV11,23518,63622,3536,55558,779

Additions

- 709,7355,10814,913

Disposals

- - (65)(60)(125)

Depreciation

- (615)( 7,72 5)(3,164)(11,504)

Revaluations

- (28) - - (28)

FX Impact

- - 89 31 120

Closing NBV11,23518,06324,3878,47062,155

Cost/Valuation11,23518,61682,53633,840146,227

Accumulated depreciation

- (553)(58,238)(25,401)(84,192)

FX Impact

- - 8931120

Closing NBV11,23518,06324,3878,47062,155

$’000

LAND AT FAIR

VALUE

BUILDINGS AT

FAIR VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV11,02520,13819,7895,41556,367

Additions -

- 10,5624,59315,155

Disposals -

- (308)(354)(662)

Depreciation -

(626)( 7, 69 0)(3,099)(11,415)

Revaluations210

(876) - - (666)

Closing NBV11,23518,63622,3536,55558,779

Cost/valuation11,23518,63676,70929,630136,210

Accumulated depreciation -

- (54,356)(23,075)(77,431)

Closing NBV11,23518,63622,3536,55558,779

38

4. LONG TERM ASSETS (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

$’00020252024

Land4,2704,270

Buildings12,86212,792

Cost17,13217,0 62

Accumulated depreciation(3,250)(2,993)

Net book amount13,88214,069

If land and buildings were stated on a historical cost basis, the amounts would be as follows:

4.3 INVESTMENT PROPERTY

Recognition and measurement

Investment property consists of a portion of land and buildings for the purpose of retail. Land and buildings

were valued on 1 August 2025 by Telfer Young (Hawkes Bay) Limited ("the valuer'') who are independent

registered valuers and associates of The New Zealand Institute of Valuers. The valuer has recent experience

in the location and category of the item being valued. The fair values of the assets represent the estimated

price for which a property could be sold on the date of valuation in an orderly transaction between market

participants.

The adopted valuation has been assessed within a range indicated by two valuation approaches: Income

capitalisation approach and discounted cash flow analysis.

The following table summarises the valuation approach and key assumptions used by the valuers to arrive at


fair value.

Valuation approachDescription of the valuation approach

Income capitalisation

approach

A valuation methodology which determines fair value by capitalising a property's

sustainable net income at an appropriate, market derived capitalisation rate (yield).

Unobservable inputs within the income capitalisation approach include:

a) Net Market Rent which is the annual amount for which a tenancy within a property

is expected to achieve under a new arm's length leasing transaction after

deducting a fair share of property operating expenses.

b) Capitalisation Rate (yield) which is the rate of return, determined through analysis

of comparable, market related sales transactions which is applied to

a property's sustainable net income to derive value.

Discounted cash

flow analysis

With the discounted cash flow analysis, a cash flow budget is established for the

property over a ten-year time horizon. Within the cash flow an allowance is made

for rental growth as well as deducting costs associated with property ownership.

A terminal value is also estimated and the cash flows are discounted at a market rate

to arrive at a net present value.

Unobservable inputs within the discounted cash flow analysis include:

a) The discount rate which is the rate determined through analysis of comparable

market related sales transactions which is applied to a property's future net cash

flows to convert those cash flows into a present value.

b) The terminal capitalisation rate which is the rate which is applied to a property's

sustainable net income at the end of an assumed holding period to derive an

estimated market value.

c) Rental growth rate which is the annual growth rate applied to market rent over an

assumed holding period.

d) Expenses growth which is the annual amount applied to property operating

expenses over an assumed holding period.

The loss of $60,000 on the fair value revaluation of Investment Property was recognised as an operating

expense in the Consolidated Statement of Comprehensive Income (2024: $128,000). Subsequent revaluation

surpluses or losses will be recognised through the Consolidated Statement of Comprehensive Income.

39

4. LONG TERM ASSETS (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there

were no transfers between levels of the fair value hierarchy.

Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in

determining fair value. These are summarised in the table below:

RANGE OF SIGNIFICANT

UNOBSERVABLE INPUTS

CLASS OF

PROPERTY

INPUTS USED TO

MEASURE FAIR VALUE

20252024SENSITIVITY

Land and

Buildings –

Retail and

Investment

Property

Net Market Rent$327 per m

2

$355 per m

2

The higher the market rent and

growth rate, the higher the fair value

Rental growth rate1.50% -2.00%2.00% -2.50%

Capitalisation rate (yield)6.97%6.76%

The higher the capitalisation rates and

discount rate, the lower the fair value.

Discount rate7. 92%7. 8 9 %

Terminal Capitalisation

Rate

6.72%7. 50%

Expenses growth1.80% -2.0%2.0% -3.0%

The higher the expenses, the lower

the fair value.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Group and the

cost of the item can be measured reliably.

Lease receivables

The Group owns rental property that it leases under non-cancellable operating lease agreements to external parties.

Leases reflect normal commercial arrangements with varying terms and renewal rights.

The future minimum rental payments receivable under these leases is as follows:

Investment Property

$’00020252024

Opening balance3,0803,208

Net loss from fair value adjustment(60)(128)

Closing balance3,0203,080

$’000

20252024

Due within one year

15083

One to two years150-

Two to five years

374-

Total lease receivables

67483

40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025

Ordinary shares are classified as capital, net of treasury stock.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,

net of tax, from the proceeds.

Treasury stock

Under the legacy executive share scheme, shares purchased on-market were initially recognised as treasury

stock at cost. On vesting to employees, treasury stock was credited to equity and an employee loan was

recorded, initially at fair value and subsequently measured at amortised cost.

As at 1 August 2025, the scheme has no treasury stock remaining, with employees continuing to repay

outstanding loans through the application of dividends on the shares held.

No treasury stock is held in relation to the current Long-Term Incentive Plan, as equity awards are satisfied

through an award of new shares if certain performance conditions are met.

Reserves

The asset revaluation reserve records revaluations of land and buildings classified as property, plant and

equipment, net of tax. The cash flow hedge reserve records the fair value of derivative financial instruments,

net of tax that meet the hedge accounting criteria. The Share Option reserve is used to record the accumulated

value of unvested share rights arising from the executive share scheme which have been recognised in the

consolidated statement of changes in equity. The foreign currency translation reserve is used to record foreign

currency translation differences arising on the translation of the Group entities results and financial position.

The amounts are accumulated in other comprehensive income until disposal of the foreign operation.

5. EQUITY

5.1 SHARE CAPITAL

2025202420252024

SHARESSHARES$000’s$000’s

Balance at beginning of year59,649,06159,452,06129,27928,140

Sale of treasury stock-25,000-141

Dividends ---29

Share options exercised-172,000-948

Loss/(gain) on sale of treasury stock transferred

to retained earnings

---21

Balance at end of year59,649,06159,649,06129,27929,279

Representing:

Share capital59,649,06159,649,06129,27929,279

Treasury stock (net of dividends)----

Total59,649,06159,649,06129,27929,279

CONTRIBUTED EQUITY

All shares are fully paid and rank equally.

41

5. EQUITY (CONTINUED)
5.2 EXECUTIVE SHARE SCHEME

Legacy Executive share schemeYEAR ENDED 1 AUGUST 2025YEAR ENDED 1 AUGUST 2024

Number

of shares

Average exercise

price per share

option

Number

of shares

Average exercise

price per share

option

Balance at beginning of financial year--197,000$6 .74

Forfeited during the year--(25,000)$5.62

Exercised during the year--(172,000)$6.65

Balance at end of financial year----

Equity-settled share-based compensation benefits were historically provided to certain employees under the

Group's executive share scheme. The fair value of share rights granted was recognised as an employee benefit

expense with a corresponding increase in equity, measured at grant date and expensed over the vesting period

using a Black Scholes pricing model.

The scheme involved the purchase of shares on-market funded by limited recourse, interest-free loans provided

by the Company. Shares were held by directors as custodians and dividends on the shares were applied to

repay the loans. Shares vested after three years, subject to continued employment. On vesting, the share option

reserve was transferred to retained earnings.

This scheme is now closed to new participation, with no treasury stock remaining. Employees continue to repay

outstanding loans through dividends on the shares held. No shares were issued during the 2025 financial year

(2024: Nil).

Current Long-Term Incentive Plan (LTIP)

During the current year, the Group established a new Long-Term Incentive Plan. The Plan provides for both cash-

settled phantom shares and equity-settled awards:

Phantom shares are cash-settled, with entitlements determined by the Company's share price at vesting, based

on the volume weighted average price over a chosen period.

Equity-settled awards are measured at grant-date fair value and recognised as an expense on a straight line

basis over the vesting period. The awards are satisfied through a capital issue of new shares after a three-year

vesting period, subject to performance and service conditions. The issue of new shares results in potential

dilution for existing shareholders.

The LTIP is accounted for in accordance with NZ IFRS 2 Share-based Payment.

Cash-settled awards are recognised as a liability and remeasured to fair value at each reporting date, with

changes recognised in the profit or loss in the Consolidated Statement of Comprehensive Income. Equity-settled

awards are measured at grant date fair value and expensed over the vesting period, with a corresponding credit

to the Share Option Reserve.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

For the year ended 1 August 2025, the Group recognised costs in relation to the Long-Term Incentive Plan (LTIP)

in accordance with NZ IFRS 2 Share-based Payment.

An amount of $37,000 has been recognised as a provision for incentive with a corresponding charge to employee

benefits in respect of cash-settled awards.

In addition, $37,000 has been recognised as a credit to the Share Option Reserve in respect of equity-settled awards,

with a corresponding charge to employee benefits. This reflects the expected settlement of awards through the issue

of new shares, subject to vesting conditions.

42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025

In accordance with NZ IFRS 2 Share-based Payment, the below amount represents the fair value of equity

instruments granted, measured at the grant date. The total long-term performance right of $222,344 has been

determined based on 36,873 shares granted at a grant date fair value of $6.03 per share.

5. EQUITY (CONTINUED)

GRANT DATE

OPENING

BALANCE

GRANTED DURING

THE YEAR

VESTED DURING

THE YEAR

LAPSED DURING

THE YEAR

CLOSING

BALANCE

2/08/2024

-222,344--222,344

LONG-TERM PERFORMANCE RIGHTS

6. TAXATION

6.1 INCOME TAX EXPENSE

The Consolidated Statement of Comprehensive Income and the Consolidated Statement of Cash Flows have

been prepared so that all components are stated exclusive of GST. All items in the Consolidated Statement


of Financial Position are stated net of GST, with the exception of receivables and payables, which include

GST invoiced.

GOODS AND SERVICES TAX (GST)

The income tax expense or revenue for the period is the tax payable or receivable on the current period's

taxable income based on the notional income tax rate for each jurisdiction, adjusted by changes in deferred

tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities

and their carrying amounts in the financial statements and unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to

apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or

substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of

deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception

is made for certain temporary differences arising from the initial recognition of an asset or a liability. No

deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a

transaction, other than a business combination, that at the time of the transaction did not affect either

accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is

probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount

and tax bases of investments in operations where the company is able to control the timing of the reversal of

the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised

directly in equity.

43

Income tax expense
$’00020252024

The tax expense comprises:

Current tax expense 16,92017, 5 67

Prior period adjustment(67)1,077

Deferred tax expense (note 6.2)

- Future tax expense current year128459

- Prior period adjustment

1,936(1,504)

Total income tax expense18,91717, 59 9

Reconciliation of income tax expense to tax rate applicable to profits

Profit before income tax expense58,37852,085

Tax at 28% (2024: 28%)16,34614,584

Tax effect of:

- Income not subject to tax-35

- Expenses not deductible for tax247245

- Adjustment due to different rate in different jurisdictions614605

- Utilisation of tax losses by group companies(159)-

- Prior period adjustment1,869(427 )

- Removal of tax base on buildings-2,557

Total income tax expense18,91717, 59 9

The effective tax rate for the year was 32.4% (2024: 33.8%).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

6. TAXATION (CONTINUED)

During the financial year, upon re-domiciliation the Group's Australian subsidiaries ceased to be members

of the New Zealand consolidated tax group and are now accounted for as separate subsidiaries. As a result,

Australian tax losses became available to offset against the taxable profits of those subsidiaries. These losses

were fully utilised during the year ended 1 August 2025.

Accordingly, no tax losses remain available to carry forward at year end (2024: Nil), and the Group has no

unrecognised temporary differences (2024: Nil).

The tax (charge)/credit relating to components of other comprehensive income are as follows:

$’00020252024

BEFORE

TA X

TA X

CREDIT

AFTER

TA X

BEFORE

TA X

TA X

CHARGED

AFTER

TA X

Fair Value (Loss)/Gains (net of tax) on

Revaluation of Land and Buildings

(28)8(20)(666)245(42 1)

Fair Value (Loss)/Gain (net of tax) in

Cash Flow Hedge Reserve

(892)257(635)(91)28(63)

44

6. TAXATION (CONTINUED)
6.2 DEFERRED TAX

$’00020252024

Amounts recognised in profit or loss

Depreciation3492,583

Provisions and accruals3,3763,042

Right of use assets(20,179)(21,145)

Lease liabilities22,13922,979

5,6857, 459

Amounts recognised directly in equity

Asset revaluation reserve8245

Cash flow hedges(123)(381)

Total amount recognised5,5707, 323

Movements

Balance at beginning of year7, 32 36,005

Credited/(Charged) to the Income Statement(128)(459)

Prior period adjustment(1,936)1,504

Charged to equity265273

FX impact46-

Balance at end of the year5,5707, 323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted

for:

— Imputation credits that will arise from the payment of the provision for income tax;

— Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date; and

— Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

6.3 IMPUTATION CREDITS

$’00020252024

Imputation credits available for subsequent reporting periods3,5923,691

45

7.4 RELATED PARTY TRANSACTIONS
During the year, the Company advanced and repaid loans to its subsidiaries by way of internal current

accounts. In presenting the financial statements of the Group, the effect of transactions and balances

between fellow subsidiaries and those with the Parent have been eliminated.

The Group undertook transactions with the related interests of the majority shareholder as detailed below:

$’00020252024

T C Glasson

Rent payments on retail premises1,4781,373

Balance as at year end - lease liabilities4,9554,143

7. OTHER


7.1 EMPLOYEE BENEFITS

WAGES AND SALARIES, ANNUAL LEAVE AND SICK LEAVE

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick

leave expected to be settled within 12 months of the reporting date are recognised in other payables in

respect of employees' services up to the reporting date and are measured at the amounts expected to be

paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the

leave is taken and measured at the rates paid or payable.

Employee benefits

$’00020252024

Holiday pay accrual and other benefits9,8778,928

7.2 CONTINGENCIES

Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business

on which no loss is anticipated are as follows:

Letters of credit

Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of

the same value representing inventories purchased.

$’00020252024

Commitments in relation to store and distribution centre fitouts1,863986

Contingencies

$’00020252024

Bank guarantee provided to the New Zealand Stock Exchange Limited7575

7.3 CAPITAL EXPENDITURE COMMITMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

46

7. OTHER (CONTINUED)
DIRECTORS’ FEESDIVIDENDS

$’0002025202420252024

Ms J Appleyard8686--

Mr W J Bell145141--

Ms K Bycroft10299--

Mr M Ford 11210654

Mr J C Glasson--22441

Mr T C Glasson86864,7895,338

Mr G Popplewell101948591

Ms S Vincent86862422

7186985,1275,496

During the financial year, consulting fees of $14,000 (2024: $10,000) were paid to Karen Bycroft. There was

no balance outstanding as at 1 August 2025 (2024: $Nil).

Total remuneration of $988,000 was paid by the Company to close family members of the Board of Directors

for individuals that were either employed or engaged as consultants by the Company in the year ended

1 August 2025 (2024: $702,000).

$’00020252024

Short term employee benefits3,7793,864

Share scheme benefit7443

Key management compensation was as follows:

The Company operates an employee share scheme for certain senior executives and is outlined in Note 5.2.

The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

47

7. OTHER (CONTINUED)
7.5 FINANCIAL RISK MANAGEMENT

Fair value estimation

Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used to

measure fair value. The different levels have been defined as follows:

— Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

— Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

— Inputs for the asset or liability that are not based on observable market data (that is, unobservable

inputs) (Level 3).

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the

event or change in circumstances that caused the transfer.

The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair

value of financial instruments that are not traded in an active market (for example, over-the-counter

derivatives) is determined by using valuation techniques. These valuation techniques maximise the use

of observable market data where it is available and rely as little as possible on entity specific estimates.

If all material inputs required to fair value an instrument are observable, the instrument is included within

Level 2. Under Level 2 the Group holds forward foreign exchange contracts. The fair value of these forward

foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the

resulting value discounted back to present value. Refer to note 7.5.4.

The Group's land and buildings within property, plant and equipment and investment property are

classified as Level 3 in the fair value hierarchy as one or more of the material inputs into the valuation are

not based on observable market data. Refer to notes 4.2 and 4.3 for more information.

Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are

subsequently remeasured to their fair value. The method of recognising the resulting gain or loss depends

on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being

hedged. The company designates certain derivatives as either; (1) hedges of the fair value of recognised

assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast

transactions (cash flow hedges).

The Group documents at the inception of the transaction the relationship between hedging instruments

and hedged items, as well as its risk management objective and strategy for undertaking various hedge

transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis,

whether the derivatives that are used in hedging transactions have been and will continue to be highly

effective in offsetting changes in fair values or cash flows of hedged items.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow

hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective

portion is recognised immediately in the profit or loss in the Consolidated Statement of Comprehensive

Income.

Amounts accumulated in equity are recycled in the Consolidated Statement of Comprehensive Income

in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is

hedged takes place). However, when the forecast transaction that is hedged results in the recognition of

a non-financial asset (for example, inventory) or a nonfinancial liability, the gains and losses previously

deferred in equity are transferred from equity and included in the measurement of the initial cost or

carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria

for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and

is recognised when the forecast transaction is ultimately recognised in the Consolidated Statement of

Comprehensive Income. When a forecast transaction is no longer expected to occur, the cumulative gain

or loss that was reported in equity is immediately transferred to the profit or loss in the Consolidated

Statement of Comprehensive Income.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these

derivative instruments are recognised immediately in the profit or loss in the Consolidated Statement of

Comprehensive Income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

48

7.5.1 FINANCIAL RISK FACTORS
The Group's activities expose it to various financial risks including, liquidity risk, credit risk, and market

risk (including currency risk and cash flow interest rate risk). The Group's risk management strategy is to

minimise adverse effects on the Consolidated Statement of Comprehensive Income. Derivative financial

instruments are used to hedge currency risk.

7.5.2 LIQUIDITY RISK

Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The

Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient

liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring

unacceptable losses or risking damage to the Group's reputation.

The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow.

At balance date, the Group had $58.333 million (2024: $45.915 million) in cash reserves and accordingly,

management consider liquidity risk to be relatively low.

The table below analyses the Group's financial liabilities and gross-settled derivatives into relevant maturity

groupings based on the remaining period from the Consolidated Statement of Financial Position to the

contractual maturity date. The cash flow hedge "outflow" amounts disclosed in the table are the contractual

undiscounted cash flows liable for payment by the Group in relation to all forward foreign exchange contracts

in place at balance date. The cash flow hedge "inflow" amounts represent the corresponding inflow of foreign

currency back to the Group as a result of the gross settlement on those contracts, converted using the spot

rate at balance date. The carrying value shown is the net amount of derivative financial liabilities and assets

as shown in the Consolidated Statement of Financial Position. Trade payables are shown at carrying value in

the table. No discounting has been applied as the impact of discounting is not material.

7. OTHER (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

AS AT 1 AUGUST 2025

$’000

LESS THAN 3

MONTHS

3-12

MONTHS

TOTALCARRYING

VALUE

Trade and other payables

29,789-29,78929,789

29,789-29,78929,789

Forward foreign exchange contracts

Cash flow hedges:

— Outflow(34,983)(49,675)(84,658)(84,658)

— Inflow35,19850,16285,36085,081

Net215487702423

AS AT 1 AUGUST 2024

$’000

LESS THAN 3

MONTHS

3-12

MONTHSTOTAL

CARRYING

VALUE

Trade and other payables

25,228-25,22825,228

25,228-25,22825,228

Forward foreign exchange contracts

Cash flow hedges:

— Outflow(24,318)(4 0, 6 13)(64,931)(64,931)

— Inflow25,03841,17666,21466,246

Net7205631,2831,315

49

7. OTHER (CONTINUED)
7.5.4 MARKET RISK

Foreign exchange risk

The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the US dollar

with the purchase of inventory from overseas suppliers.

The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is reviewed

on a regular basis, and management report monthly to the Board to confirm policy is adhered to. All committed

foreign currency requirements are fully hedged, and approximately 50% (2024: 50%) of anticipated foreign

currency requirements are hedged on a rolling twelve month basis.

The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange risk

arising from future purchases.

Forward exchange contracts — cash flow hedges

These contracts are used for hedging committed or highly probable forecast purchases of inventory. The

contracts are timed to mature during the month the inventory is shipped and the liability settled. The cash flows

are expected to occur at various dates within one year from balance date.

When forward exchange contracts have been designated and tested as an effective hedge the portion

of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised

directly in equity. These gains or losses will be released in the profit or loss in the Consolidated Statement of

Comprehensive Income at various dates over the following year as the hedged risk crystallises.

At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$84.658

million (2024: NZ$64.931 million), primarily in US and AU Dollars. At balance date these contracts are

represented by net assets of $0.423 million (2024: assets of $1.315 million). When foreign exchange contracts

are not designated and tested as an effective hedge, the gain or loss on the foreign exchange contract is

recognised in the profit or loss in the Consolidated Statement of Comprehensive Income.

At balance date there are no such contracts in place (2024: Nil).

Interest rate risk

The Group has no interest bearing liabilities. Exposure to interest rate risk arises only from the impact on income

from operating cash flows as a result of interest bearing assets, such as cash deposits.

7.5.3 CREDIT RISK

Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting

in financial loss to the Group. The Group incurs credit risk from trade receivables and transactions with

financial institutions. The Group places its cash, short-term investments, and derivative financial instruments

with high credit quality financial institutions. Retail sales are predominantly settled in cash or by using major

credit cards. 0.1 % (2024: 0.0%) of sales give rise to trade receivables. This maximum exposure to credit risk is

the carrying amount of trade receivables.

Concentration of credit risk with respect to debtors is limited due to the large number of customers included

in the Group's customer base.

The Group does not require collateral or other security to support financial instruments with credit risk.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

Sensitivity analysis

Based on historical movements and volatilities and management's knowledge and experience, management

believes that the following movements are 'reasonably possible' over a 12 month period:

— Proportional foreign exchange movement of-10% (depreciation of NZD) and +10% (appreciation of NZD)

against the USD, from the year end rate of $0.5881 (2024: $0.5949).

— Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD)

against the AUD, from the year end rate of $0.9139 (2024: $0.9151).

— A parallel shift of +2% / -2% in the market interest rates from the year end deposit rate of 3.0% (2024: 5.5%) .

50

7. OTHER (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

AS AT 1 AUGUST 2025INTEREST RATEFOREIGN EXCHANGE RATE

-2% +2%-10%+10%

$’000

CARRYING

AMOUNT

PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Loans and receivables

Cash and cash equivalents

58,333(1,167)(1,167)1,1671,1673,4733,473(2,841)(2,841)

Accounts receivable

366--------

Advances to employees

732--------

Derivatives used for hedging

Derivatives designated as

cash flow hedges (forward

foreign exchange contracts)

423-----6,829-(5,587)

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables29,789----(1,997)(1,997)1,6341,634

Total increase / decrease(1,167)(1,167)1,1671,1671,4768,305(1,207)(6,794)

AS AT 1 AUGUST 2024INTEREST RATEFOREIGN EXCHANGE RATE

-2% +2%-10%+10%

$’000

CARRYING

AMOUNT

PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Loans and receivables

Cash and cash equivalents

45,915(918)(918)9189182,3652,365(1,935)(1,935)

Accounts receivable

407--------

Advances to employees

847--------

Derivatives used for hedging

Derivatives designated as

cash flow hedges (forward

foreign exchange contracts)

1,315-----5,297-(4,334)

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables25,228----(1,541)(1,541)1,2611,261

Total increase / decrease(918)(918)9189188246,121(674)(5,008)

If these movements were to occur, the post-tax impact on profit or loss and equity for each category of financial

investment:

51

7.5.5 CAPITAL RISK MANAGEMENT
The Group's objectives when managing capital are to maximise the value of shareholder equity and ensure that

the Group continues to safeguard its ability to continue as a going concern. Group capital consists of share

capital, reserves and retained earnings. In order to meet these objectives, the Group may adjust the amount

of dividend payment made to shareholders. The Group has no specific banking or other arrangements which

require that the Group maintain specific equity levels.

7.6 EVENTS SUBSEQUENT TO BALANCE DATE

Subsequent to year end, the Board has resolved to pay a final dividend of 30.5 cents per share (partially imputed

at 56.5%) (2024: 26.5 cents partially imputed 75.6%). The dividend will be paid on 12th December 2025 to all

shareholders on the Company's register as at 5:00pm, 5th December 2025.

7.7 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS

Certain new accounting standards, amendments to accounting standards and interpretations have been

published that are mandatory for the 1 August 2025 reporting period have been adopted by the Group and have

no material impact. There were also certain new accounting standards, amendments to accounting standards

and interpretations that have been published which are not mandatory for the 1 August 2025 reporting period

and have not been early adopted by the Group. These standards, amendments or interpretations are yet to be

assessed for the disclosure impacts for the future reporting periods.

7. OTHER (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2025

52

GENERAL DISCLOSURES
Board of Directors

Directors of the Company in office at the end of the year ended 1 August 2025 or who ceased to hold office

during the year ended 1 August 2025

Principal activities of the Group

Hallenstein Glasson Holdings Limited is a non-trading holding company. The Company’s principal trading

subsidiaries are Glassons Australia Pty Ltd and Glassons Limited (involved in the retail of women’s apparel)

and Hallensteins Australia Pty Ltd and Hallenstein Bros Limited (retail of men’s apparel). The subsidiaries are

100% owned by Hallenstein Glasson Holdings Limited.

DirectorQualifications / ExperienceSpecial Responsibilities

Warren James BellM Com FCA. Appointed December 1986.

Mr Bell holds appointments on a number of

boards of both public and private companies

and is a professional director.

Chairman of the Board

Non-executive

Non-independent Director

Timothy Charles GlassonAppointment November 1985 on merger with

Hallensteins. Tim is the founder of Glassons

womenswear retail chain and has a wealth of

experience in retail previously holding the CEO

role within the business for a number of years.

Non-executive

Non-independent Director

Graeme James PopplewellB Com FCA. Appointed March 1985. Graeme

has a wealth of experience in finance and retail

previously holding CFO and CEO roles within

the business for a number of years.

Non-executive

Independent Director

Malcolm FordAppointed June 2010. Background includes

20 years with experience in direct sourcing

particularly in Asia. Mr Ford also has experience

in brand management across wholesale and

retail markets.

Non-executive

Independent Director

Karen BycroftBSC, Postgrad Marketing. Appointed November

2014. Background includes 30 years in Retail in

the UK and Australia with Marks and Spencer,

Sears, Woolworths, Spotlight and Country

Road. Experience in Strategy, Marketing, and

Leadership. Also a Leadership Facilitator and

Executive Coach.

Non-executive

Independent Director

Sandra VincentAppointed October 2020. Background includes

40 years of experience in the wholesale

and retail fashion industry. Sandra is also a

beneficial Owner and Managing Director of

Harper’s Fashions Ltd trading as Hartleys

which has 16 retail stores across New Zealand.

Non-executive

Independent Director

James GlassonAppointed April 2021. James joined Glassons

Australia in 2013, after completing a Master of

Arts; Fashion Retail at the London College of

Fashion (University of Arts), Master of Science;

Real Estate at the University of Reading,

Bachelor of Arts; Art History at the University

of Canterbury. Taking on various roles within

the business over the last 12 years, including

Brand Manager, General Manager, Acting

National Retail Manager, James was appointed

as CEO of Glassons Australia in October 2017.

CEO — Glassons Australia

Non-independent executive

Director

Joanne AppleyardAppointed November 2022. Jo is a partner at

Anderson Lloyd and is a well-regarded senior

practitioner with over 30 years’ experience.

Jo specialises in employment, commercial and

resource management law. Jo was a member of

the NZ Markets Disciplinary Tribunal between

2011 and 2020.

Non-executive

Independent Director

53

GENERAL DISCLOSURES
Review of operations

(a) Consolidated results for the Year Ended 1 August 2025

Directors

(a) Remuneration and all other benefits

(b) Dividend

Subsequent to the balance date the Directors have declared a final dividend of 30.5 cents per share payable

12 December 2025 (partially imputed at 56.5%).

*Other Payments/Benefits for Mr J Glasson comprise a base salary, short-term incentives, company car and

contributions to superannuation as remuneration for his role as CEO of Glassons Australia.

Directors do not receive any additional remuneration for acting as a director of any subsidiary of the Company.

(b) Shareholdings

$’00020252024

Operating revenue470,740435,635

Profit before income tax58,37852,085

Income tax(18,917)( 17, 59 9)

Profit for the year39,46134,486

Remuneration of

Directors

20252024

$’000

DIRECTORS

FEES

OTHER

PAYME NTS/

BENEFITS

TOTAL

REMUNERATION

DIRECTORS

FEES

OTHER

PAYME NTS/

BENEFITS

TOTAL

REMUNERATION

Ms J Appleyard86-8686-86

Mr W J Bell145-145141-141

Ms K Bycroft102141169910109

Mr M Ford 112-112106-106

Mr J Glasson

*

-934934-826826

Mr T C Glasson86-8686-86

Mr G Popplewell101-10194-94

Ms S Vincent86-8686-86

7189471,6666988361,534

Beneficially held20252024

M Ford 10,00010,000

J Glasson812,991515,064

T C Glasson10,709,27811,408,757

G J Popplewell203,604203,604

S Vincent29,60050,300

The table below sets out the total of the remuneration and the value of other benefits received by each Director

during the financial year ended 1 August 2025.

As at 1 August 2025 the Directors of the Company had the following relevant interests in the Company’s shares.

(c) Donations

During the financial year ended 1 August 2025, the Group made no donations (2024: $895).

54

DATE
PURCHASE / (SALE)

NUMBER OF SHARES$

Mr W Bell*

On Market Sale31 March - 27 May 2025(500,000)(3,823,515)

Mr T Glasson**

Off Market Sale27 June 2025(699,479)(5,400,000)

Mr J Glasson**

Off Market Purchase27 June 2025297, 9272,300,000

Mrs S Vincent

On Market Sale22 - 25 November 2024(20,700)(155,065)

(c) Interests in share dealing

In accordance with the Companies Act 1993, between 2 August 2024 and 1 August 2025 the Board received the

following disclosures from Directors of acquisitions and dispositions of relevant interests in shares issued by the

Company and details of such dealings were entered in the Company’s interests register.

d) Disclosures of interests by Directors

In accordance with section 140(2) of the Companies Act 1993 the Company maintains an interests register in which

Directors’ interests are recorded. The following are particulars of general disclosures of interest by Directors holding

office at 1 August 2025.

W J Bell

DirectorNew North Holdings Limited

DirectorWaiwetu Trustees Limited

DirectorSabina Ltd

DirectorGlasson Trustee Limited

Director152 Hereford Limited

DirectorCHC Properties Ltd

DirectorWarren Bell Ltd

DirectorPoraka Ltd

DirectorHickman Family Trustees Limited

TrusteeEmerald Trust

S Vincent

DirectorHarpers Fashions Ltd

TrusteeThe Harpers No.2 Family Trust

J Appleyard

PartnerChapman Tripp

TrusteeCommunity Law Canterbury

T C Glasson

DirectorSabina Ltd

DirectorGlasson Trustee Limited

DirectorCHC Properties Limited

DirectorJCG Trustee Limited

Director152 Hereford Limited

DirectorSIG Trustee Limited

DirectorNew North Holdings Limited

Director847 New North Road Limited

TrusteeHallenstein Glasson Staff

Benefit Trust

M Ford

TrusteeHallenstein Glasson

Staff Benefit Trust

K Bycroft

None

G J Popplewell

TrusteeHallenstein Glasson Staff

Benefit Trust

* The share disposals related to Warren Bell's relevant interest in shares as an independent director of Hickman

Family Trustees Limited (as trustee of the Hickman Family Trust).

GENERAL DISCLOSURES

J Glasson

DirectorGlasson Trustee Limited

DirectorJCG Trustee Limited

** The share disposals related to Tim Glasson's sale of shares to various family members (or their trusts), including

to James Glasson's trust.

55

(e) Subsidiary Companies
The persons who held office as Directors of subsidiary companies at 1 August 2025 are as follows:

Hallenstein Bros Limited

Mr W J Bell, Mr M Ford, Mr T C Glasson and Mr G J Popplewell

Hallensteins Australia Pty Limited

Mr W J Bell, Mr J C Glasson, Mr T C Glasson and Mr G J Popplewell

Glassons Limited

Mr W J Bell, Mr T C Glasson and Mr G J Popplewell

Glassons Australia Pty Limited

Mr W J Bell, Mr J C Glasson, Mr T C Glasson and Mr G J Popplewell

Hallenstein Properties Limited

Mr W J Bell, Mr T C Glasson and Mr G J Popplewell

(f) Directors’ Insurance and Indemnity

As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993

the Company has:

— arranged Directors' and Officers' Liability Insurance that ensures Directors will incur no monetary loss as

a result of actions undertaken by them as Directors provided, they act within the law; and

— indemnified its directors, and those directors who are directors of subsidiaries, against potential liabilities

and costs they may incur for acts or omissions in their capacity as directors.

(g) Directors’ and Officers’ Use of Company Information

During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to

use of Company information.

State of Affairs

The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period under

review are included in the Chairman’s Report and the audited Consolidated Statement of Comprehensive Income.

GENERAL DISCLOSURES

56

Chief Executive Remuneration
SALARY

SHORT-TERM

INCENTIVE

LONG-TERM

INCENTIVE

OTHER

BENEFITS

TOTAL

REMUNERATION

Group Chief Executive Officer —

Chris Kinraid

731,915145,000-68,493945,408

The remuneration of the Group Chief Executive Officer comprises fixed and performance payments. Fixed

remuneration includes a base salary, contributions to KiwiSaver, health insurance and a carpark. The Group Chief

Executive Officer received a short-term incentive of $145,000. The STI was approved by the Board and is linked to

the Group’s financial performance against set targets.

Remuneration to Auditors

The fee for the audit of the Company and its subsidiaries, paid to PricewaterhouseCoopers, was $336,779.

GENERAL DISCLOSURES

Employee Remuneration20252024

100,000-109,9991616

110,000-119,999118

120,000-129,999129

130,000-139,999124

140,000-149,99965

150,000-159,99934

160,000-169,99982

170,000-179,99923

180,000-189,99933

190,000-199,9991-

200,000-209,99922

210,000-219,9993-

220,000-229,99931

230,000-239,999-1

240,000-249,999-1

250,000-259,999-1

260,000-269,99911

270,000-279,99921

280,000-289,9991-

320,000-329,999-1

350,000-359,999-2

360,000-369,9991-

380,000-389,99931

400,000-409,99912

410,000-419,9991-

420,000-429,999-1

430,000-439,9991-

440,000-449,9991-

470,000-479,99912

490,000-499,999-1

500,000-509,999-1

530,000-539,9992-

590,000-599,9991-

620,000-629,999-1

630,000-639,9991-

940,000-949,9991-

Employee Remuneration

The number of employees with the Group (other than Directors) receiving remuneration and benefits above

$100,000 in relation to the year ended 1 August 2025 was:

57

CORPORATE GOVERNANCE STATEMENT
58

The Board of Directors (the Board) of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining

best-practice standards of corporate governance. This corporate governance statement provides an overview

of HGHL’s key corporate governance arrangements and the policies and practices that HGHL and its subsidiaries

(the Group) have developed and implemented, in line with the NZX Corporate Governance Code dated 31

January 2025 (the Code) and the NZX Listing Rules.

This corporate governance statement outlines each principle contained in the Code and how HGHL is

applying the corresponding Code recommendations. Where HGHL is not currently following a particular Code

recommendation, the reason for HGHL not following the Code recommendation and a description of the

alternative governance practice adopted by HGHL (and approved by the Board) is provided (refer to the table on

page (66) of this report).

This corporate governance statement is current as at 26 September 2025 (except where specified otherwise),

and has been approved by the Board.

The key HGHL corporate governance policy documents (including the Board charter and other relevant charters

and policies) are available at www.hallensteinglasson.co.nz

PRINCIPLE 1 – ETHICAL STANDARDS

“Directors should set high standards of ethical behaviour, model this behaviour and hold management

accountable for these standards being followed throughout the organisation.”

CODE OF ETHICS

HGHL is committed to ensuring the highest standards of conduct and ethical behaviour are followed in respect

of all business activities of the Group. The Board has adopted a code of ethics (the Code of Ethics) to promote

and support a culture of integrity, transparency, honest and ethical behaviour, corporate compliance and good

corporate governance.

The Code of Ethics sets out the minimum standards of conduct expected of the directors, senior management

and employees of the Group in carrying out their day-to-day duties. The Code of Ethics provides a guide to the

conduct that is consistent with HGHL’s values, business goals and legal obligations.

The Code of Ethics also sets out the internal reporting procedures for any wrongdoing or breaches of the Code

of Ethics (or any other HGHL policy) or legal obligations, and HGHL’s expectations around how such wrongdoing

and breaches will be investigated and/or escalated to the Board (if necessary). HGHL is committed to standing

behind any Group employee who, acting in good faith, reports a breach, serious problem or wrongdoing.

All new directors, senior managers and employees of the Group are directed to the Code of Ethics as part of

their induction. The Code of Ethics is also available on HGHL’s website. The Board reviews the Code of Ethics

periodically.

FINANCIAL PRODUCT TRADING POLICY

The Board has adopted a Financial Product Trading Policy which details HGHL’s policy in relation to directors and

employees of the Group trading HGHL shares, including certain prohibitions and restrictions on, and procedures

for, directors and employees of the Group.

The Financial Product Trading Policy sets out applicable insider trading laws and guidance around material

information and the trading of HGHL shares. This policy also details the procedure which must be followed by

directors, senior managers and certain other Group employees (or their related parties) who wish to trade in

HGHL’s shares. All directors and senior managers (and other applicable Group employees) must notify HGHL

and obtain consent prior to trading in HGHL shares, and are only permitted to trade in HGHL’s shares within the

periods of two trading windows under the policy.

These trading windows are:

— between the date on which HGHL’s half year results are released (during March) and 1 July; and

— between the date on which HGHL’s full year results are released (during September) and 1 January.

Trading by an individual holding non-public material information about HGHL is prohibited. All directors and

senior managers (and other applicable Group employees) are required to confirm to HGHL that they do not

hold material information prior to trading in HGHL shares during a trading window.

Directors and senior managers must advise the NZX if they trade in HGHL’s shares within the timeframes required

by law.

The Financial Product Trading Policy is available on HGHL’s website.

CORPORATE GOVERNANCE STATEMENT
59

BOARD COMPOSITION AND INDEPENDENCE

The Board comprises eight non-executive directors and one executive director (being James Glasson, the Chief Executive

Officer of Glassons Australia). The Chairperson is a non-executive director and is not the CEO of HGHL for the purposes


of Code Recommendation 2.10.

The Board has determined the independence of its directors as follows.

INDEPENDENT DIRECTORS:

Malcolm Ford

Karen Bycroft

Graeme Popplewell

Sandra Vincent

Joanne Appleyard

Peter Steenson

NON INDEPENDENT DIRECTORS:

Warren Bell (Chairman)

Timothy Glasson

James Glasson

In determining director independence, the Board considers the definition of disqualifying relationship set out in the

NZX Listing Rules and has regard to the factors that may affect the independence of a director set out in the Code.

— Timothy Glasson is not an independent director because of his substantial shareholding in HGHL (refer to the

shareholder information section on page (68) of this report).

— Warren Bell is not an independent director because of his close business connections with Timothy Glasson.

— James Glasson is not an independent director because he is also an executive of the Group.

The Board considers that several factors set out in table 2.4 of the Code apply to various independent directors as

follows.

Malcolm Ford and Graeme Popplewell have each been a director of HGHL for longer than 12 years. The Board has

determined that Malcolm’s and Graeme’s tenure does not affect their ability to exercise independent judgement or to

act in the best interests of HGHL and its shareholders. Malcolm and Graeme continue to approach board matters with

professionalism, challenge and hold management to account and bring the same high level of diligence and enquiry


as directors who have a shorter tenure.

Joanne Appleyard was until 29 August 2025 a partner at Chapman Tripp which has provided legal services to HGHL

within the last 12 months. The Board does not consider that Joanne’s previous association with Chapman Tripp


impacts her independence in any way.

PRINCIPLE 2 — BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience

and perspectives.”

THE BOARD

The Board is elected by shareholders to govern and oversee the management of HGHL and is responsible for all

corporate governance matters and reporting to shareholders. The Board has adopted a board charter (the Board

Charter) which sets out the roles and responsibilities of the Board and outlines how these roles and responsibilities

interact with the roles and responsibilities of the Group’s management. The Board Charter is available on HGHL’s

website.

The Board establishes HGHL’s objectives, determines the strategies for achieving those objectives, and monitors

management’s performance in respect of implementing those strategies. It also establishes delegated authority

limits for capital expenditure, treasury, and remuneration.

Glassons New Zealand, Glassons Australia and Hallensteins operate as separate subsidiaries, each with its own

management team. The Board delegates the responsibility for the day-to-day management of HGHL and each

subsidiary to the executive team in the manner described in the Board Charter. The Board is responsible for the

appointment of, and assessment of the performance of, the executive team.

The Board meets no less than 10 times each year. Directors receive monthly reporting including profit and loss and

balance sheets for each operating subsidiary, together with operations reports from the senior executive from each

operating subsidiary.

CORPORATE GOVERNANCE STATEMENT
60

The Board also recognises that several of its independent directors may derive a substantial portion of their annual

revenue from HGHL. The Board does not consider this factor materially affects any such director’s capacity to bring an

independent view to decisions, including having regard to each director’s broader financial position and circumstances

and the professional nature of the role of a director. The Board is currently comprised of a majority of independent

directors (Code Recommendation 2.8) and is of the view it has an optimal mix of skills and experience to govern the

Group effectively. The Board is satisfied that it operates in an effective and independent manner notwithstanding


a number of its directors are technically considered to be non-independent directors for the purpose of the NZX

Listing Rules.

Under the NZX Listing Rules, a director must not hold office past the later of three years and the third annual meeting

after their appointment without being re-elected by shareholders.

The Board may at any time appoint a person to be a director either as an additional director or to fill a casual vacancy.

Any person who is appointed a director by the Board will retire from office at the next annual meeting of HGHL but will

be eligible for election by shareholders at that next meeting.

A list of the directors and their profiles, experience and qualifications is on page (53) of this report. A list of their

relevant ownership interests is on page (55) of this report.

NOMINATION AND APPOINTMENT OF DIRECTORS

The Nominations Committee identifies suitably qualified people who could be considered for nomination or appointment

as a director in the event of a vacancy on the Board. The Nominations Committee Charter includes guidelines relating

to Board composition, considerations for new director appointments and the procedure by which potential directors

are nominated and assessed. All new directors enter into a written agreement with HGHL setting out the terms of their

appointment.

DIVERSITY

HGHL believes that all eligible people should get an equal opportunity and be treated fairly regardless of their

background, views, experiences and capabilities as well as their beliefs, physical differences, ethnicity, gender, age,

thinking style or preferences. The Board has adopted a Diversity and Inclusion Policy that ensures HGHL is continually

developing a work environment that supports equality and inclusion regardless of difference. The Diversity and Inclusion

Policy applies to all HGHL’s practices and policies relating to, but not limited to, recruitment, pay and benefits, training

and development, promotions, restructures and terminations.

The Diversity and Inclusion Policy includes a requirement that the Board establish and separately record measurable

objectives and assess performance against the objectives on an annual basis. The Board is responsible for implementing,

reviewing, reporting and overseeing the Diversity and Inclusion Policy.

Details of gender composition of HGHL’s directors, officers* and senior leaders** as at 1 August 2025 (being HGHL’s most

recent balance date) are as follows:

Gender diversity as at 1 August20252024

Directors

Female

33

Male

55

Officers*


Female

11

Male

54

Senior Leaders**

Female

86

Male

43

* Officers means those persons who are concerned or take part in the management of HGHL’s business and who

report directly to the Board or to a person who reports to the Board.

** Senior Leaders means those persons who are members of the senior leadership team of an HGHL subsidiary

and who assist the chief executive officer of that HGHL subsidiary in the management of the relevant

subsidiary’s business.

EDUCATION, TRAINING AND PERFORMANCE

The Board ensures that new directors are appropriately inducted to their role. Directors are also expected to undertake

continuous education and training as appropriate to ensure that their skills and knowledge remain relevant and current,

and that allow them to perform their role as directors of a listed issuer.

The Board evaluates its own performance and that of its committees annually. The Chairperson also meets with directors

individually to discuss their individual performance during the year.

CORPORATE GOVERNANCE STATEMENT
61

PRINCIPLE 3 — BOARD COMMITTEES

“The Board should use committees where this will enhance effectiveness in key areas, while retaining

Board responsibility.”

OVERVIEW OF BOARD COMMITTEES

At the date of this report, the Board has established the Remuneration Committee, the Audit & Risk Committee,

the Nominations Committee and the Sustainability Committee (each a Committee). The Board has considered

whether any other standing Board committees are appropriate and has determined that no other Board

committees are necessary at this time. Each Board committee operates under a charter which is available on

HGHL’s website. Board Committee members are appointed solely from members of the Board (except for the

Sustainability Committee which also includes senior employees of the Group) and committee membership is

reviewed on an annual basis. Any recommendations made by the committees are submitted to the full Board for

formal consideration and approval (if appropriate).

HGHL has also established a Health and Safety Committee to ensure appropriate governance, performance and

compliance is carried out in this key area. The Committee’s membership includes HGHL directors and employees

of the Group. The Health and Safety Committee is not a Board committee.

BoardRemunerationAudit & RiskNominationsSustainability

Number of meetings held

122223

AttendedAttendedAttendedAttendedAttended

Warren Bell

12222-

Timothy Glasson

12----

Graeme Popplewell

12212-

Malcolm Ford

12-2--

Karen Bycroft

10---3

Sandra Vincent

122-21

James Glasson

12---3

Joanne Appleyard

122223

DIRECTOR ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE YEAR ENDED 1 AUGUST 2025

REMUNERATION COMMITTEE

The Remuneration Committee is comprised of non-executive members of the Board and is chaired by Graeme

Popplewell. The other members of the Remuneration Committee are Warren Bell, Sandra Vincent and Joanne

Appleyard. The Remuneration Committee comprises a majority of independent directors.

The Remuneration Committee’s primary function is to make specific recommendations to the Board on

remuneration packages and other terms of employment for directors and senior managers. HGHL’s senior

management may only attend Remuneration Committee meetings at the Committee’s invitation. The Remuneration

Committee utilises independent advice from industry experts where necessary to ensure remuneration practices

are appropriate for HGHL, and to ensure the best possible people are recruited and retained.

The Remuneration Committee Charter is available on HGHL’s website.

AUDIT & RISK COMMITTEE

The Audit & Risk Committee is comprised of non-executive members of the Board and is chaired by Peter Steenson.

The other members of the Audit & Risk Committee are Warren Bell, Graeme Popplewell and Malcolm Ford. Warren,

Graeme and Peter are each Fellows of Chartered Accountants Australia New Zealand (CAANZ) with an extensive

accounting and financial background. The Audit & Risk Committee comprises a majority of independent directors.

HGHL therefore complies with Code Recommendation 3.1 as updated during the 2025 financial year.

The Board believes the Audit & Risk Committee’s current membership has an optimal mix of skills and experience

to ensure the Committee achieves its objectives. The Audit & Risk Committee meets directly with HGHL’s external

auditors and receives and reviews all correspondence between HGHL and its auditors. The main responsibility of

the Committee is to ensure internal controls are effective, financial reporting is reliable, and applicable laws and

regulations are complied with. HGHL’s senior management may only attend Audit & Risk Committee meetings at

the Committee’s invitation.

The Audit & Risk Committee Charter is available on HGHL’s website.

62
HEALTH & SAFETY COMMITTEE

HGHL has established a Health and Safety Committee. The Health and Safety Committee is not a committee of the

Board, although its members include directors alongside employees of the Group. The Health and Safety Committee

is chaired by Malcolm Ford.

The Health and Safety Committee oversees:

— The Group’s existing health and safety systems and processes.

— Approval of health & safety policies and procedures for the Group.

— Monitoring of any incidents, hazards and risks within the Group’s business.

— Communication to the Board on health and safety matters and ensures the Board is informed on matters relating

to health and safety governance, performance and compliance.

— Regular assessments on health and safety systems.

The Health and Safety Committee met three times during the year ended 1 August 2025.

The Health and Safety Committee Charter is available on the Group’s website.

TAKEOVER RESPONSE

The Board has implemented protocols that set out the procedures to be followed if a takeover offer is received by

HGHL.

NOMINATIONS COMMITTEE

The Nominations Committee is comprised of non-executive members of the Board and is chaired by

Graeme Popplewell. The other members of the Nominations Committee are Warren Bell, Sandra Vincent

and Joanne Appleyard. The Nominations Committee comprises a majority of independent directors.

Where appropriate, the Nominations Committee will make recommendations to the Board on the

appointment of directors.

The Nominations Committee Charter is available on HGHL’s website.

SUSTAINABILITY COMMITTEE

The Sustainability Committee is comprised of HGHL directors and senior employees of the Group, including

directors Karen Bycroft, Joanne Appleyard and James Glasson (also Chief Executive Officer of Glassons

Australia) and senior employees Cameron Alderton (Group Chief Financial Officer) and April Ward (Chief

Executive Officer of Glassons New Zealand).

The Sustainability Committee is chaired by Karen Bycroft. The Sustainability Committee guides HGHL’s

sustainability strategy, monitors how HGHL is tracking against its sustainability goals and makes

recommendations to the Board including around HGHL’s climate related disclosures. The Committee meets

three times each year to review performance and provide strategic input and governance to the Board

where appropriate. The establishment of the Sustainability Committee reflects the importance HGHL

(and the Board) places on sustainability initiatives and climate related disclosures and helps to ensure that

sustainability-related matters are given due regard at the Board level.

The Sustainability Committee Charter is available on HGHL’s website.

CORPORATE GOVERNANCE STATEMENT

63
PRINCIPLE 4 — REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.”

Financial reporting to shareholders and the market is in accordance with generally accepted accounting principles

applied in New Zealand, and in compliance with relevant legislation and NZX requirements.

The Board has adopted a Market Disclosure Policy which outlines the obligations of HGHL and relevant HGHL

personnel in satisfying HGHL’s continuous disclosure requirements. A copy of the Market Disclosure Policy is

available on HGHL’s website.

HGHL is responsible for ensuring it meets its continuous disclosure obligations under the NZX Listing Rules and

acknowledges that the intent of these rules is to enable shareholders and the investment market generally to be

promptly informed of any events that may be price sensitive in regard to HGHL’s share price.

SUSTAINABILITY

The Group publishes a sustainability report on an annual basis (refer to the Group’s sustainability report on page

(6) of this report). The Sustainability Committee appointed by the Board has to date developed the following key

areas of focus for the Group in relation to environmental, social and governance factors:

— environmentally sustainable certified fabrics and product stewardship;

— supplier partnerships and ethical factories;

— the Group’s carbon footprint, climate change preparations and environmental impact;

— diverse workforce and safe working environment for all; and

— team career development.

CLIMATE- RE L ATE D DISCLOSU RES

HGHL is a Climate Reporting Entity for the purposes of Part 7A of the Financial Markets Conduct Act 2013.

HGHL publicly reports on the Group’s climate-related risks and opportunities in accordance with the Aotearoa

New Zealand Climate Standards. HGHL’s Climate Related Disclosure for the period ending 1 August 2025 will be

published by 30 November 2025 on HGHL’s website at https://www.hallensteinglasson.co.nz/climate-related-

disclosures

CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT
64

PRINCIPLE 5 — REMUNERATION

“The remuneration of Directors and executives should be transparent, fair and reasonable.”

Details of directors’ and the former Group Chief Executive Officer’s remuneration during the year ended 1

August 2025 are shown on page (54 and 57) of this report.

Shareholders are asked to approve any increases to the pool of directors’ fees from time to time as required by

the NZX Listing Rules. Fees are generally established using independent surveys covering New Zealand based

organisations of a similar scope and size to HGHL.

Key executive remuneration comprises a base salary together with short term and long term incentives. Key

executives are eligible for short term incentives each season based on internal profit before tax targets. HGHL

entered into long term incentive arrangements with key executives in the 2025 financial year. The Remuneration

Committee seeks independent advice where appropriate when setting key executive remuneration.

HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of

all non-executive directors and senior management with the aim to ensure that remuneration is fair and

appropriate. A copy of the Remuneration Policy is available on HGHL’s website.

PRINCIPLE 6 — RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage

them. The Board should regularly verify that the issuer has appropriate processes that identify and manage

potential and material risks.”

RISK MANAGEMENT FRAMEWORK

The Board is responsible for reviewing and approving HGHL’s risk management strategy. The Board has adopted

a robust risk management framework that identifies and seeks to proactively manage risks throughout the

Group. The Board has placed particular emphasis on integrating climate-related risks into the risk management

framework to ensure the accuracy of HGHL’s climate related disclosures.

HGHL’s risk management framework is structured to identify, assess and manage the Group’s key risks identified

and prioritised by HGHL’s risk matrix and set out in HGHL’s risk register. The risk matrix assesses both the

likelihood and consequence of each key risk concerning the Group. HGHL’s key risks include supply chain, brand

and reputational, cyber and financial risks. The Board regularly reviews risks concerning the Group in line with

the risk management framework.

As part of risk management framework, the Board has also adopted a risk appetite statement which sets out

HGHL’s risk tolerance and allows HGHL to manage reported risks effectively. Any risks that are classed outside

HGHL’s current risk appetite (as set out in the risk appetite statement) are escalated and prioritised for action.

The Board regularly monitors the risk appetite statement and has categorised the different risks concerning

the Group into the following four categories:

— strategic risk;

— financial risk;

— operational risk (people, technology, property and process); and

— operational risk (environment).

Formal reviews of any key risks to HGHL are integrated into the Audit & Risk Committee meetings. The

applicable risk reporting that supports the identified risks are referred to at each Audit and Risk Committee

meeting where necessary.

RESPONSIBILITY FOR RISK MANAGEMENT

While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit & Risk

Committee reviews the reports of management and the external auditors on the effectiveness of systems for

internal control, financial reporting and risk management. Significant risks are discussed at Board meetings as

required. To assist in discharging this responsibility, the Board has in place a number of strategies designed to

safeguard HGHL’s assets and interests and to ensure the integrity of reporting.

INSURANCE

HGHL maintains insurance cover with reputable insurers for most types of insurance risk. All Group directors

and senior managers have the benefit of an indemnity as permitted by the Companies Act 1993 and HGHL’s

constitution. HGHL has also implemented Director and Officer (D&O) insurance cover at HGHL’s cost. Details

of these indemnities and insurance are disclosed in HGHL’s interests register as required.

CORPORATE GOVERNANCE STATEMENT
65

HEALTH & SAFETY

HGHL has health and safety systems and processes in place that includes training employees and recording any

incidents, hazards and risks. These systems ensure HGHL continues to provide a safe working environment for staff,

contractors and customers. HGHL has also established a Health and Safety Committee as part of its commitment to

protecting the health, safety and wellbeing of Group employees – see details of the Committee and its role above.

The Health and Safety Committee, along with senior management, is responsible for ensuring that health and safety

has appropriate focus and is sufficiently resourced within the Group. Senior management work in conjunction with

the Health and Safety Committee to investigate incidents, analyse hazard/incident trends to identify and mitigate

potential health and safety risks and review, develop and monitor compliance with health and safety processes and

procedures. Health and safety is a consistent item on the Board’s meeting agendas to keep all directors informed of

the Group’s performance across a range of measures.

The Board and the Health and Safety Committee receive detailed reporting on health and safety performance

including health and safety incidents, injury rates by severity, identified hazards and outputs from the workers’ health

and safety forum meetings. There has been minimal lost time due to incidents or injuries over the last financial year.

HGHL continues to work to mitigate risk both in store and in its distribution centres.

All staff are trained on health and safety procedures as part of their induction, including training on working from

height, manual lifting and personal safety. Registers are kept of potential hazards at each store and regular reviews/

audits of compliance with health and safety processes and procedures are carried out. The Group also provides an

Employee Assistance Programme to support with employee wellbeing.

HGHL places particular focus on safety in its distribution centres and regular risk assessments are carried out. Risks

identified by HGHL in its distribution centres include material handling equipment (forklifts), heavy/light vehicles,

working at height, falling objects, manual handling strains/injuries and fatigue; slips, trips and falls. HGHL ensures that

all forklift and heavy machinery operators are licensed accordingly and have completed appropriate certified training.

Daily equipment inspections are performed, site inductions are carried out with all visitors, staff and contractors, and

controls are implemented where risks are identified as part of hazard risk assessments.

HGHL has implemented a digital reporting system that records injuries, hazards, aggressive behaviour incidents and

overt theft. This digital reporting system has improved HGHL’s understanding of the nature and number of incidents

that impact its teams and allowed HGHL to respond with solutions tailored to suit individual circumstances. It has also

directed HGHL toward any improvement needed in equipment available for use in its stores and distribution centres.

HGHL encourages its staff to report all injuries including minor scrapes, tweaks, and scratches so that HGHL can

ensure it is providing the safest possible working environment and as a check that the training HGHL provides stays

relevant to the work environment. HGHL’s statistics include customers who may have suffered a medical event or

similar incident while visiting its premises.

HGHL has engaged Raise, an employee assistance programme (EAP) provider, to offer counselling to support all

team members across the Group. Access to the counselling support offered by Raise is not limited to only helping

address work related challenges that an employee may be experiencing.

During the 2025 financial year the Group recorded 132 injuries, 23 near misses and 205 sessions initiated by Group

employees with Raise. There were no instances of fatalities from work related ill health or injury.

PRINCIPLE 7 — AUDITORS

“The Board should ensure the quality and independence of the external audit process.”

The Audit & Risk Committee is responsible for overseeing HGHL’s external audit arrangements. Ensuring that external

audit independence is maintained is one of the key aspects in discharging this responsibility. The Audit & Risk

Committee has adopted an Audit Independence Policy to assist the Committee in meeting this responsibility.

The Audit Independence Policy covers the following areas:

— Provision of related assurance services by the external auditors.

— Audit partner rotation.

— Relationships between the auditor and HGHL.

— Approval of auditor.

The Audit & Risk Committee will only recommend the appointment of a firm to be auditor if that firm would be

regarded by a reasonable investor with full knowledge of all relevant facts and circumstances as capable of exercising

objective and impartial judgement on all issues encompassed within the auditor’s engagement. The Audit & Risk

Committee must recommend the approval of significant permissible non-audit work assignments that are awarded to

an external auditor. A copy of the Audit Independence Policy is available on HGHL’s website.

HGHL’s external auditors are required to be available at each annual shareholders’ meeting.

CORPORATE GOVERNANCE STATEMENT
AREAS OF DIVERGENCE FROM THE NZX CORPORATE GOVERNANCE CODE DATED 31 JANUARY 2025

NZX Code Principle

NZX Code

Recommendations

Key DifferenceStatus

To ensure an effective

board there should

be a balance of

independence, skills,

knowledge, experience

and perspectives

2.9 An issuer should have

an independent chair of the

board.

During the reporting

period, the chair of

the Board was not an

independent director.

The Board has determined that

the chair of the Board, Warren

Bell, is not independent because

of his close business connections

with HGHL’s largest shareholder,

Timothy Glasson.

HGHL does not follow Code

Recommendation 2.9 because:

(a)

the benefit of Mr Bell’s skills

and experience as Board

chair outweigh any actual or

perceived conflict of interest

arising from his relationship

with the major shareholder; and

(b)

the Board as a whole comprises

a majority of independent

directors.

In lieu of not following Code

Recommendation 2.9, the Board

ensures that Mr Bell also recuses

himself from deliberations and

decision-making around matters

where an actual or perceived

conflict of interest might arise

over something that relates to

Timothy Glasson’s interests. The

Board has approved this alternative

governance practice.

66

INTERNAL AUDIT

HGHL does not have an internal audit function. The Board is confident the key risks of the business are being

adequately managed without an internal audit function and that the internal control framework is operating

effectively, including through the risk identification and management processes outlined on the previous page.

PRINCIPLE 8 — SHAREHOLDERS’ RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that

encourage them to engage with the issuer.”

HGHL releases all material information to the NZX as required by the NZX Listing Rules, and also posts any key

announcements to HGHL’s website at https://www.hallensteinglasson.co.nz/stock-exchange. Other key information,

including annual reports, HGHL’s constitution and key corporate governance documents are also posted on HGHL’s

website for ease of reference. Consistent with best practice and HGHL’s continuous disclosure obligations under the

NZX Listing Rules, external communications that may contain market sensitive data are released through NZX in the

first instance. The Board approves all communications with shareholders.

HGHL shareholders are provided with the option of receiving communications from HGHL electronically. HGHL’s

website also includes a section on investor communications and HGHL welcomes investor enquiries.

HGHL ensures notices of annual (and any special) meetings of shareholders are posted on HGHL’s website at least

20 working days prior to the meeting, in line with Code Recommendation 8.5.

HGHL refers any significant matters, as required by the Companies Act 1993 and the NZX Listing Rules, to shareholders

for approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead of the meeting or by poll

if attending the meeting in person.

SHAREHOLDER INFORMATION
ANALYSIS OF SHAREHOLDING AS AT 26 SEPTEMBER 2025

RANGE

HOLDER

COUNT

HOLDER

COUNT %

HOLDING

QUANTITY

HOLDING

QUANTITY %

1 to 499598 11.8 125,035 0.2

500 to 999468 9.2 321,310 0.5

1,000 to 1,999982 19.4 1 , 297,0 8 3 2.2

2,000 to 4,9991,378 27. 2 4,149,250 7.0

5,000 to 9,999787 15.5 5,179,802 8.7

10,000 to 49,999746 14.7 13,388,464 22.5

50,000 to 99,999 65 1.3 4,316,566 7. 2

100,000 to 499,999 26 0.5 4,668,414 7. 8

500,000 to 999,999 3 0.1 1 ,745 , 2792.9

1,000,000 Over 10 0.2 24,457,858 41.0

Total5,063 59,649,061 100

67

SHAREHOLDER INFORMATION
RANKNAMEUNITS% OF UNITS

1Timothy Charles Glasson10,709,27817. 9 5

2Citibank Nominees (New Zealand) Limited — NZCSD

1,864,5963.13

3New Zealand Depository Nominee Limited

1,836,3373.08

4Accident Compensation Corporation — NZCSD

1,780,0092.98

5HSBC Nominees (New Zealand) Limited — NZCS

1,665,2392.79

6BNP Paribas Nominees (NZ) Limited — NZCSD

1,645,1842.76

7Custodial Services Limited

1,416,1262.37

8Forsyth Barr Custodians Limited

1,263,9002.12

9HSBC Nominees (New Zealand) Limited — A/C State Street — NZCSD

1,229,3342.06

10FNZ Custodians Limited

1 ,0 47, 8 551.76

11JCG Trustee Limited

671,7581.13

12Tea Custodians Limited Client Property Trust Account — NZCSD

573,5210.96

13Joanna Hickman

500,0000.84

14

PT (Booster Investments) Nominees Limited492,2920.83

15JBWere (NZ) Nominees Limited

410,1590.69

16

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited —

NZCSD

391,1030.66

17NZX WT Nominees Limited

319,6770.54

18GMH 38 Investments Limited

230,0000.39

19Graeme James Popplewell

203,6040.34

20

JPMORGAN Chase Bank NA NZ Branch-Segregated Clients ACCT —

NZCSD

188,5500.32

Totals: Top 20 Holders Of Ordinary Shares28,438,52247. 6 8

Total Remaining Holders Balance31,210,53952.32

TOP 20 SHAREHOLDING AS AT 26 SEPTEMBER 2025

68

SUBSTANTIAL PRODUCT HOLDERS

As at 1 August 2025, HGHL's only substantial product holder was Timothy Charles Glasson. Mr Glasson held

10,709,278 ordinary shares in HGHL at that date according to both disclosures made by Mr Glasson and HGHL’s

records. The total number of voting securities (fully paid ordinary shares) of HGHL as at 1 August 2025 was

59,649,061.

ANNUAL BALANCE DATE
PRELIMINARY PROFIT

ANNOUNCEMENT

REPORTS AND ACCOUNTS

P U B L I S H E D

HALF YEAR RESULTS

INTERIM DIVIDEND

ANNUAL GENERAL MEETING

01 AUGUST

SEPTEMBER

O C T O B E R

MARCH

APRIL

DECEMBER

AUDITORSAUDITORS

PRICEWATERHOUSECOOPERS

BANKERSBANKERS

ANZ BANK

NEW ZEALAND LTD

REGISTERED OFFICEREGISTERED OFFICE

L E V E L 3

235 – 237 BROADWAY

NEWMARKET

AUCKLAND 1023

TEL +64 9 306 2500

POSTAL ADDRESSPOSTAL ADDRESS

PO BOX 91 – 148

AUCKLAND MAIL CENTRE AUCKLAND 1141

SHARE REGISTRARSHARE REGISTRAR

COMPUTERSHARE INVESTOR SERVICES LIMITED

PRIVATE BAG 92119

AUCKLAND 1142

TEL +64 9 488 8700

WEBSITESWEBSITES

HALLENSTEINGLASSON.CO.NZ GLASSONS.COM

HALLENSTEINS.COM

CALENDAR

DIRECTORY

HALLENSTEINS.COM
GLASSONS.COM

HALLENSTEINGLASSON.CO.NZ

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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